Holding Company Operating Agreement Template for Germany

1. Subsidiary Management: Specific provisions for managing subsidiary companies, used when the holding company has existing subsidiaries

2. Investment Strategy: Guidelines for future investments and acquisitions, included when the holding company plans active investment activities

3. Group Financing: Rules for intra-group financing and cash management, relevant for groups with multiple subsidiaries

4. Intellectual Property Rights: Management of IP rights across the group, important for technology or brand-focused groups

5. Employee Matters: Group-wide employment policies and shared services, needed for larger groups with significant workforce

6. Competition and Non-Compete: Restrictions on competitive activities, relevant when shareholders have other business interests

7. Exit Strategy: Procedures for company sale or IPO, included when future exit is contemplated

8. Tag-Along and Drag-Along Rights: Special share transfer rights, important for companies with multiple shareholders

9. Deadlock Resolution: Specific procedures for resolving management deadlocks, crucial for companies with equal shareholders

1. Schedule 1: Initial Shareholders and Shareholdings: Detailed list of all shareholders and their initial share ownership

2. Schedule 2: Articles of Association: Complete articles of association (Gesellschaftsvertrag)

3. Schedule 3: Business Plan: Initial business plan and strategic objectives

4. Schedule 4: Subsidiary List: List of all subsidiary companies and ownership structure

5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous approval

6. Schedule 6: Management Structure Chart: Organizational chart showing management structure

7. Schedule 7: Initial Officers: List of initial directors and officers

8. Appendix A: Share Transfer Procedures: Detailed procedures and forms for share transfers

9. Appendix B: Valuation Methods: Agreed methods for company and share valuation

10. Appendix C: Group Policies: Key corporate policies and procedures