First Amendment To Operating Agreement Template for Germany

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Key Requirements PROMPT example:

First Amendment To Operating Agreement

I need a First Amendment to Operating Agreement for our German GmbH to modify our management structure from a single managing director to a three-person management board, with implementation planned for March 1, 2025.

Document background
The First Amendment To Operating Agreement is a crucial document used when German GmbH companies need to modify their existing Operating Agreement (Gesellschaftsvertrag) to reflect changes in their business structure, operations, or shareholder relationships. This document is particularly relevant when companies undergo significant changes such as bringing in new shareholders, altering capital structure, changing management provisions, or updating voting rights. The amendment must strictly comply with German corporate law requirements, including mandatory notarization and registration with the commercial register. It serves as a formal modification to the original Operating Agreement, ensuring all changes are properly documented and legally enforceable under German law. The document typically includes specific references to the original agreement, detailed descriptions of the modifications, and required approvals from shareholders.
Suggested Sections

1. Parties: Identification of all parties to the amendment, including the original parties to the Operating Agreement

2. Background: Recitals establishing the existence of the original Operating Agreement, its date, and the parties' desire to amend it

3. Definitions: Key terms used in the amendment, including reference to definitions in the original Operating Agreement

4. Amendment Authority: Reference to the section of the original Operating Agreement permitting amendments and confirmation of compliance with amendment requirements

5. Specific Amendments: Detailed description of each modification to the original Operating Agreement, citing specific sections being amended

6. Reaffirmation: Confirmation that all other provisions of the original Operating Agreement remain in full force and effect

7. Effective Date: Specification of when the amendments take effect

8. Governing Law: Confirmation of German law as governing law, typically referencing the same governing law as the original agreement

9. Execution: Signature blocks for all required parties and any necessary notarization requirements under German law

Optional Sections

1. Integration Clause: Statement about the relationship between this amendment and any previous amendments or side agreements, used when there have been multiple modifications

2. Counterparts: Provision allowing execution in multiple counterparts, included when parties may not be able to sign simultaneously

3. Costs and Expenses: Allocation of costs related to the amendment, included when there are significant costs associated with the changes

4. Required Notices: Section addressing any notification requirements to governmental authorities or third parties, included when amendments require regulatory filings

5. Translation Provision: If the amendment is bilingual, specifies which language version controls, included when dealing with international parties

Suggested Schedules

1. Original Operating Agreement: Complete copy of the original Operating Agreement being amended

2. Comparison Version: Redline showing changes between original and amended versions

3. Updated Capitalization Table: If the amendment affects ownership or capital structure, updated cap table showing changes

4. Required Consents: Copies of any required third-party or governmental consents for the amendments

5. New Exhibits: Any new exhibits or attachments referenced in the amendment provisions

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
Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Retail

Healthcare

Financial Services

Energy

Construction

Transportation

Media and Entertainment

Agriculture

Education

Relevant Teams

Legal

Corporate Governance

Executive Management

Finance

Compliance

Corporate Secretary Office

Business Development

Shareholder Relations

Risk Management

Strategic Planning

Relevant Roles

Managing Director (Geschäftsführer)

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Head of Legal

Corporate Governance Officer

Business Development Director

Chief Operating Officer

Shareholder Relations Manager

Investment 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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