The Limited Partnership Agreement is essential for establishing a Kommanditgesellschaft (KG) under German law, a popular business structure that combines operational flexibility with liability protection for investors. This document is particularly useful for businesses seeking to separate management and investment roles, family businesses planning succession, or investment structures requiring different levels of participation and liability. The agreement must comply with the German Commercial Code (HGB) and typically includes detailed provisions on capital contributions, profit distribution, management rights, transfer restrictions, and partner obligations. It's especially relevant for real estate investments, medium-sized enterprises, and ventures requiring substantial capital investment while maintaining operational control with specific partners.

1. Parties: Identification of all general partners (Komplementäre) and limited partners (Kommanditisten), including their full legal names, addresses, and status

2. Background: Context of the partnership formation, business purpose, and intention of the parties

3. Definitions: Key terms used throughout the agreement, including technical and legal terminology

4. Formation and Name: Official partnership name, registered office, duration, and purpose of the partnership

5. Capital Contributions: Details of initial capital contributions from both general and limited partners, including nature (cash/kind) and timing of contributions

6. Partnership Interests: Description of partnership interests, including the limited partners' liability limits (Hafteinlage)

7. Management and Representation: Management rights and responsibilities, particularly of general partners, decision-making processes, and power of representation

8. Partner Rights and Obligations: Detailed rights and obligations of both general and limited partners, including voting rights and participation in management

9. Profit and Loss Allocation: Formula and method for distributing profits and losses among partners

10. Distributions: Rules governing partnership distributions, including timing and conditions

11. Books and Records: Requirements for maintaining partnership books, access rights, and annual accounts

12. Transfer Restrictions: Conditions and procedures for transferring partnership interests

13. Termination and Liquidation: Circumstances leading to termination, withdrawal procedures, and liquidation process

14. Notices: Communication procedures between partners and the partnership

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