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1. Parties: Identification and details of all founding partners/shareholders
2. Background: Context of the partnership formation and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Company Name and Registered Office: Official company name (including 'GmbH') and registered address
5. Corporate Purpose: Detailed description of business activities and objectives
6. Share Capital and Contributions: Total share capital, division of shares, and contribution details
7. Shareholders Rights and Obligations: Core rights and duties of shareholders including voting rights
8. Management and Representation: Appointment, removal, and powers of managing directors (Geschäftsführer)
9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
10. Resolutions: Decision-making processes and majority requirements
11. Transfer of Shares: Rules and restrictions regarding share transfers
12. Financial Matters: Profit distribution, loss allocation, and accounting principles
13. Term and Termination: Duration of partnership and termination provisions
14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
1. Non-Competition: Restrictions on partners engaging in competing businesses - include when partners have other business interests
2. Intellectual Property Rights: IP ownership and usage rights - essential when the business involves significant IP
3. Advisory Board: Structure and powers of an advisory board - useful for larger partnerships or complex businesses
4. Tag-Along/Drag-Along Rights: Special share transfer provisions - important for partnerships with potential exit strategies
5. Deadlock Resolution: Procedures for resolving partnership disputes - crucial for equal partnerships
6. Additional Financing: Provisions for future capital increases or funding - important for growth-oriented businesses
7. Employee Participation: Framework for employee share ownership - relevant if planning employee participation programs
1. Initial Business Plan: Detailed business strategy and financial projections
2. Shareholders List: Complete list of shareholders with their respective shareholdings
3. Initial Contributions Schedule: Detailed breakdown of each partner's initial capital contribution
4. Management Rules: Detailed procedures for day-to-day management
5. Specimen Signatures: Official signatures of managing directors and key representatives
6. Company Assets: Inventory of initial company assets and their valuation
7. Special Rights: Details of any special rights or obligations granted to specific shareholders
Articles of Association
Business Day
Business Plan
Commercial Register
Company
Confidential Information
Effective Date
Financial Year
Geschäftsführer
GmbH
Governing Law
Group
Handelsregister
Initial Capital
Intellectual Property Rights
Management Board
Managing Director
Material Breach
Partners
Partnership Interest
Registered Office
Related Party
Share Capital
Shareholders
Shareholders' Meeting
Shares
Share Transfer
Stammkapital
Subsidiaries
Supervisory Board
Territory
Third Party
Voting Rights
Share Capital and Contributions
Share Transfer Restrictions
Management Powers
Shareholders' Rights
Voting Rights
Profit Distribution
Loss Allocation
Board Composition
Meeting Procedures
Decision Making
Financial Reporting
Confidentiality
Non-Competition
Intellectual Property
Termination Rights
Exit Provisions
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Amendment Procedures
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Force Majeure
Indemnification
Representations and Warranties
Dividend Policy
Pre-emptive Rights
Information Rights
Compliance
Technology
Manufacturing
Professional Services
Retail
Real Estate
Healthcare
Food and Beverage
Construction
Financial Services
Media and Entertainment
Consulting
Software Development
E-commerce
Logistics
Education
Legal
Corporate Governance
Executive Leadership
Finance
Tax
Compliance
Corporate Strategy
Business Development
Operations
Risk Management
Company Secretariat
CEO
Managing Director
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Company Secretary
Tax Director
Compliance Officer
Partner
Shareholder
Board Member
General Counsel
Investment Manager
Operations Director
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