Basic Partnership Agreement Template for Germany

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Key Requirements PROMPT example:

Basic Partnership Agreement

"I need a Basic Partnership Agreement for a two-person technology consulting firm based in Berlin, with equal profit sharing and specific provisions for intellectual property protection, to be effective from March 1, 2025."

Document background
The Basic Partnership Agreement serves as the foundational document for establishing a partnership (Gesellschaft bürgerlichen Rechts - GbR) under German law. This document is essential when two or more parties wish to combine their resources, expertise, or efforts to pursue a common business goal while maintaining compliance with German Civil Code requirements. It should be used at the outset of forming a partnership or when formalizing an existing partnership arrangement. The agreement encompasses crucial aspects such as capital contributions, profit and loss sharing, management structure, and partner obligations. It provides the legal framework necessary for partnership operations while offering sufficient flexibility to accommodate various business models and partnership arrangements. The document is particularly relevant for small to medium-sized businesses, professional practices, and joint ventures operating within Germany's legal framework.
Suggested Sections

1. Parties: Identification and details of all partners entering into the agreement

2. Background: Context of the partnership formation and partners' intentions

3. Definitions: Defined terms used throughout the agreement

4. Partnership Formation: Declaration of partnership formation, name, and registered address

5. Purpose and Scope: Detailed description of partnership business activities and objectives

6. Capital Contributions: Initial and ongoing capital contributions from each partner

7. Profit and Loss Sharing: Distribution of profits and allocation of losses among partners

8. Management and Decision Making: Partnership management structure and voting rights

9. Partner Rights and Obligations: Core responsibilities and rights of all partners

10. Banking and Financial Records: Financial management procedures and record-keeping requirements

11. Duration and Termination: Partnership term and conditions for termination

12. Governing Law: Confirmation of German law application and jurisdiction

13. Signatures: Execution blocks for all partners

Optional Sections

1. Intellectual Property: IP ownership and usage rights when partnership involves creative or technical work

2. Non-Competition: Restrictions on partners' competing activities, if applicable

3. Insurance: Required insurance coverage if partnership activities warrant specific protection

4. Admission of New Partners: Procedures for adding new partners if expansion is contemplated

5. Death or Incapacity: Procedures handling partner death or incapacity for longer-term partnerships

6. Dispute Resolution: Alternative dispute resolution procedures if partners want to avoid court proceedings

7. Confidentiality: Protection of partnership secrets and confidential information if relevant to business

8. Force Majeure: Provisions for unforeseen circumstances affecting partnership operations

Suggested Schedules

1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions

2. Schedule 2 - Business Plan: Initial business plan and strategy if partnership is new

3. Schedule 3 - Partner Contact Details: Complete contact information for all partners

4. Schedule 4 - Asset Register: List of partnership assets and their ownership status

5. Schedule 5 - Special Voting Rights: Any special voting or veto rights agreed between partners

6. Appendix A - Partnership Policies: Internal policies and procedures for partnership operation

7. Appendix B - Banking Mandates: Banking arrangements and authorized signatories

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Consulting

Retail

Technology

Creative Industries

Manufacturing

Construction

Healthcare

Real Estate

Agriculture

Food and Beverage

Education

Financial Services

Environmental Services

Relevant Teams

Legal

Finance

Compliance

Operations

Risk Management

Business Development

Corporate Affairs

Strategy

General Counsel Office

Executive Leadership

Relevant Roles

Business Owner

Managing Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Business Development Manager

Partnership Manager

Operations Director

Risk Manager

Compliance Officer

Financial Controller

Managing Director

Professional Partner

General Counsel

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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