The Family Limited Partnership Agreement is a crucial document for German family businesses seeking to establish a formal legal structure that combines business efficiency with family wealth preservation. This agreement is particularly relevant when family members wish to maintain control over business operations while facilitating efficient tax planning and succession management. Under German law (specifically the HGB and BGB), the document must address both the technical requirements of a limited partnership and the unique aspects of family ownership. It typically includes detailed provisions for capital contributions, profit sharing, management rights, transfer restrictions, and family governance mechanisms. The agreement is especially useful for multi-generational family businesses looking to protect assets, manage succession, and maintain family control while providing liability protection for limited partners.

1. Parties: Identification of all initial general and limited partners, including their full legal names, addresses, and roles

2. Background: Context of the family partnership formation, family business history, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement, including family member categories, partnership interests, and specific German legal terms

4. Formation and Name: Official establishment of the partnership, its registered name (Firma), and registration requirements under German law

5. Purpose and Scope: Partnership's business objectives, permitted activities, and scope of operations

6. Capital Contributions: Initial capital contributions of all partners, types of contributions allowed, and capital accounts management

7. Partnership Interests: Classes of partnership interests, rights attached to each class, and percentage holdings

8. Management and Control: Management structure, powers of general partners, decision-making processes, and voting rights

9. Partner Rights and Obligations: Detailed rights and responsibilities of general and limited partners, including liability limitations

10. Profit and Loss Allocation: Distribution of profits and losses, reserve requirements, and distribution policies

11. Transfer Restrictions: Limitations on transfer of partnership interests, particularly to non-family members

12. Succession Planning: Rules for generational transfer of interests and management succession

13. Partner Meetings: Procedures for regular and special partner meetings, voting requirements

14. Books and Records: Requirements for financial records, partner access rights, and reporting obligations

15. Dissolution and Liquidation: Circumstances leading to dissolution, liquidation procedures, and asset distribution

16. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes