Limited Liability Partnership Agreement for Germany

Limited Liability Partnership Agreement Template for Germany

A comprehensive legal document governed by German law that establishes a Limited Liability Partnership structure between two or more partners. The agreement outlines the partnership's formation, management, capital contributions, profit-sharing arrangements, and partner obligations while providing liability protection under German commercial and partnership laws. It incorporates specific provisions required by German legislation, including compliance with the GmbHG and HGB, while detailing operational procedures, decision-making processes, and partner relationships.

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What is a Limited Liability Partnership Agreement?

The Limited Liability Partnership Agreement is a crucial document for professionals and businesses seeking to establish a partnership structure with limited liability protection under German law. This agreement is particularly suitable for professional service providers, consultants, and businesses where partners want to combine the flexibility of a partnership with reduced personal liability exposure. The document comprehensively addresses partnership formation, capital requirements, management structure, profit distribution, and partner obligations while ensuring compliance with German commercial and corporate laws. It's especially relevant when partners wish to maintain professional independence while sharing resources and limiting their personal liability for the partnership's obligations. The agreement must comply with various German regulations, including the GmbHG (Limited Liability Companies Act) and HGB (Commercial Code), making it essential to have proper legal guidance during its preparation and execution.

What sections should be included in a Limited Liability Partnership Agreement?

1. Parties: Identification and details of all founding partners

2. Background: Context of partnership formation and business objectives

3. Definitions: Key terms used throughout the agreement

4. Formation and Name: Official establishment of partnership and registered name

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

6. Partnership Capital: Initial capital contributions and terms of additional contributions

7. Partners' Rights and Obligations: Core responsibilities and rights of partners

8. Management Structure: Management roles, voting rights, and decision-making processes

9. Profit and Loss Distribution: Framework for sharing profits and losses

10. Accounting and Financial Matters: Financial reporting, accounting principles, and fiscal year

11. Transfer of Partnership Interests: Rules for transferring ownership stakes

12. Admission of New Partners: Process and conditions for admitting new partners

13. Withdrawal and Retirement: Procedures for partner withdrawal or retirement

14. Termination and Dissolution: Conditions and process for partnership termination

15. Governing Law and Jurisdiction: Applicable German law and jurisdiction

16. General Provisions: Miscellaneous legal provisions and boilerplate clauses

What sections are optional to include in a Limited Liability Partnership Agreement?

1. Professional Liability Insurance: Required for partnerships providing professional services

2. Intellectual Property Rights: Necessary when IP is significant to the business

3. Non-Competition Clause: Restrictions on partners' competing activities

4. International Operations: Required for partnerships operating across borders

5. Dispute Resolution: Alternative dispute resolution procedures

6. Employee Participation: Relevant for partnerships with employee ownership schemes

7. Data Protection: Required for businesses handling personal data

8. Environmental Compliance: Necessary for businesses with environmental impact

What schedules should be included in a Limited Liability Partnership Agreement?

1. Schedule 1: Initial Capital Contributions: Detailed breakdown of each partner's initial capital contribution

2. Schedule 2: Partnership Assets: Inventory of partnership's initial assets

3. Schedule 3: Business Plan: Initial business plan and projections

4. Schedule 4: Management Structure Chart: Organizational structure and reporting lines

5. Schedule 5: Profit Sharing Formula: Detailed calculations for profit distribution

6. Schedule 6: Professional Qualifications: Partners' professional credentials if relevant

7. Schedule 7: Registered Office and Branches: Details of official locations and branches

8. Appendix A: Partner Contact Information: Complete contact details for all partners

9. Appendix B: Required Licenses and Permits: Copies of necessary business licenses

10. Appendix C: Insurance Policies: Details of partnership insurance coverage

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

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use

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