The General Partnership Agreement is essential for establishing an offene Handelsgesellschaft (oHG) under German law. This document is used when two or more parties wish to conduct business together under a common firm name, with each partner bearing unlimited personal liability for partnership obligations. The agreement should be implemented before commencing business operations and requires registration in the German Commercial Register (Handelsregister). It encompasses crucial elements required by the German Commercial Code, including capital contributions, profit-sharing arrangements, management structures, and partner obligations. This type of partnership is particularly popular among small to medium-sized businesses in Germany, offering flexibility in management while maintaining a formal business structure. The agreement serves as the partnership's constitution, governing all aspects of internal relations between partners and external business operations.

1. Parties: Identification and details of all founding partners

2. Background: Context of partnership formation and partners' intention to establish an oHG

3. Definitions: Key terms used throughout the agreement

4. Partnership Name and Registered Office: Official partnership name (Firma) and registered business address

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

6. Partnership Capital: Initial capital contributions, valuation of non-cash contributions, and capital accounts

7. Management and Representation: Management structure, decision-making processes, and external representation rights

8. Partners' Rights and Obligations: Core rights and duties of partners, including participation in management and profit sharing

9. Profit and Loss Distribution: Formula and timing for distribution of profits and allocation of losses

10. Financial Year and Accounts: Financial year definition and requirements for accounting and reporting

11. Partner Meetings: Procedures for partner meetings, voting rights, and decision-making thresholds

12. Non-Competition: Restrictions on partners' involvement in competing businesses

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

14. Death or Departure of Partners: Procedures and consequences of partner death or withdrawal

15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction