Contract For LLC Partnership for Germany

Contract For LLC Partnership Template for Germany

A German LLC Partnership Contract (GmbH-Gesellschaftsvertrag) is a foundational legal document that establishes and governs a limited liability company partnership under German law. This document outlines the essential elements required by the German Limited Liability Company Act (GmbHG), including company structure, share capital, management rights, and partner obligations. It serves as the constitutional document of the company, defining the relationship between shareholders, management procedures, and operational framework while ensuring compliance with German corporate law requirements and providing mechanisms for business governance and dispute resolution.

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What is a Contract For LLC Partnership?

The Contract For LLC Partnership is a crucial document required when establishing a limited liability company (GmbH) in Germany. It serves as the foundational agreement between partners who wish to form a GmbH, which is one of the most popular business structures in Germany due to its liability protection and flexible governance options. This document must comply with the German Limited Liability Company Act (GmbHG) and needs to be notarized before registration in the Commercial Register (Handelsregister). The contract typically includes essential provisions about company formation, capital contributions, management structure, profit distribution, and share transfer restrictions. It's particularly important as it sets the framework for the entire business relationship between partners and serves as a reference point for future business operations and dispute resolution.

What sections should be included in a Contract For LLC Partnership?

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

What sections are optional to include in a Contract For LLC Partnership?

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

What schedules should be included in a Contract For LLC Partnership?

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

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

Jurisdiction

Germany

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Real Estate

Healthcare

Food and Beverage

Construction

Financial Services

Media and Entertainment

Consulting

Software Development

E-commerce

Logistics

Education

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Tax

Compliance

Corporate Strategy

Business Development

Operations

Risk Management

Company Secretariat

Relevant Roles

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

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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