The Limited Liability Limited Partnership Agreement (Kommanditgesellschaft auf Aktien - KGaA) is a specialized German legal instrument used to establish a hybrid business structure that combines the flexibility of a partnership with the capital-raising capabilities of a corporation. This document is particularly valuable for family-owned businesses seeking to maintain control while accessing public capital markets, or for companies requiring a flexible management structure with strong governance mechanisms. The agreement is governed by German law, specifically the Commercial Code (HGB) and Stock Corporation Act (AktG), and must be notarized before registration in the Commercial Register. It contains detailed provisions on capital structure, management rights, profit distribution, and corporate governance, making it suitable for large-scale business operations requiring both centralized control and public investment capabilities.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
Alternatively...
1. Parties: Identification of the general partner(s) and initial limited partners/shareholders
2. Background: Context of the partnership formation and intended business purpose
3. Definitions: Key terms used throughout the agreement, including German legal terminology
4. Formation and Name: Establishment of the KGaA, registered office, and partnership name (Firma)
5. Business Purpose: Detailed description of the partnership's business activities and objectives
6. Duration: Term of the partnership and conditions for continuation or termination
7. Capital Structure: Share capital, types of shares, and nominal value of shares
8. General Partner Rights and Obligations: Management authority, representation powers, and liability of general partners
9. Limited Partner Rights and Obligations: Shareholder rights, voting rights, and participation in general meetings
10. Corporate Governance: Management structure, supervisory board, and decision-making processes
11. General Meetings: Procedures for shareholder meetings, voting rights, and resolutions
12. Financial Matters: Profit distribution, loss allocation, and accounting principles
13. Transfer Restrictions: Rules regarding the transfer of shares and partnership interests
14. Termination and Liquidation: Processes for partnership dissolution and asset distribution
15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
1. Supervisory Board: Detailed provisions for supervisory board if required by law or desired (mandatory if more than 500 employees)
2. Preference Shares: Provisions for different share classes if the partnership issues preferred shares
3. Competition Restrictions: Non-compete and non-solicitation provisions if desired
4. Deadlock Resolution: Mechanisms for resolving management deadlocks when multiple general partners exist
5. Tag-Along and Drag-Along Rights: Special share transfer provisions for minority shareholder protection
6. Investment Committee: Provisions for an investment committee if the partnership has investment activities
7. Advisory Board: Provisions for an optional advisory board (Beirat) if desired
1. Initial Shareholders: List of initial limited partners and their shareholdings
2. Share Capital Structure: Detailed breakdown of share classes and rights
3. Articles of Association: Detailed corporate governance rules and shareholder rights
4. Management Rules: Internal regulations for management and decision-making processes
5. Specimen Signatures: Authorized signatures of general partners and key representatives
6. Form of Share Certificate: Template for share certificates if physical shares are issued
7. Profit Distribution Key: Detailed formula for profit and loss allocation
8. Intellectual Property Rights: List of IP rights contributed to or owned by the partnership
Authors
Find the document you need
Limited Liability Limited Partnership Agreement
German Limited Liability Limited Partnership Agreement (KGaA) establishing a hybrid business structure combining partnership and corporate elements under German law.
Download
Distributorship Contract
A German law-governed agreement establishing the terms and conditions for the distribution of products between a supplier and distributor.
Download
Authorized Reseller Agreement
German law-governed agreement establishing terms for authorized product resale, including territorial rights, obligations, and compliance requirements.
Download
Software Partnership Agreement
A German law-governed agreement establishing partnership terms for software development, distribution, or implementation between technology companies.
Download
Service Partner Agreement
German law-governed agreement establishing a business relationship between a company and service partner, defining service delivery terms and mutual obligations.
Download
Revenue Share Partnership Agreement
A German law-governed agreement establishing terms for revenue sharing partnerships, including calculation methods, distribution mechanisms, and party obligations.
Download
Pre Partnership Agreement
A German law-governed agreement establishing terms and conditions for negotiating a potential business partnership, including confidentiality and exclusivity provisions.
Download
Long Term Partnering Agreement
German law-governed agreement establishing long-term strategic business partnerships, compliant with BGB and HGB requirements.
Download
Limited Partnership Agreement
A German Limited Partnership Agreement (KG) establishing the relationship between general and limited partners under German law, defining management, liability, and profit-sharing arrangements.
Download
Letter Of Intent Joint Venture
A German law-governed preliminary agreement outlining key terms and conditions for a proposed joint venture, including binding and non-binding provisions.
Download
Joint Partnership Agreement
A German law-governed agreement establishing a partnership between multiple parties, defining their rights, obligations, and operational framework.
Download
Influencer Partnership Agreement
A German law-governed agreement between a brand and an influencer establishing terms for social media content creation and marketing collaboration.
Download
Channel Partner Agreement For Software Sales
German law-governed agreement between software providers and channel partners for software distribution and resale, compliant with German commercial and EU regulations.
Download
Business Agreement Between Two Companies
German law-compliant business agreement template for establishing commercial relationships between two companies, incorporating BGB and HGB requirements.
Download
50 50 Partnership Agreement
A German law-governed agreement establishing an equal 50-50 partnership between two parties, defining their rights, responsibilities, and business relationship.
Download
Limited Partnership Agreement Venture Capital
A German law-governed agreement establishing a limited partnership structure (KG) for venture capital investments, defining relationships between general and limited partners, and operational parameters.
Download
Partnership Separation Agreement
A German law-governed agreement that formalizes partnership dissolution and establishes terms for separating business partners' interests and obligations.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
