The Operating Partnership Agreement serves as the foundational document for establishing and managing a business partnership under Danish law. This document is essential when two or more parties wish to formalize their business relationship in Denmark, whether they are individuals or corporate entities. It comprehensively addresses all aspects of partnership operations, from initial formation to potential dissolution, ensuring compliance with the Danish Partnership Act (Lov om visse erhvervsdrivende virksomheder) and related legislation. The agreement is particularly crucial as it establishes legally binding terms for capital contributions, profit sharing, management rights, decision-making processes, and partner obligations. It provides protection for all parties involved and creates a clear operational framework that helps prevent future disputes and misunderstandings.

1. Parties: Identification and details of all partners entering the agreement

2. Background: Context of the partnership formation and intended purpose

3. Definitions: Key terms used throughout the agreement

4. Partnership Formation: Legal establishment of the partnership, including business name and commencement date

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

6. Capital Contributions: Initial and ongoing capital contributions from each partner

7. Ownership Interests: Partners' percentage interests and voting rights

8. Management and Control: Partnership governance structure and decision-making processes

9. Profit and Loss Distribution: Method of allocating profits and losses among partners

10. Banking and Financial Matters: Banking arrangements and financial management procedures

11. Partner Duties and Obligations: Rights, responsibilities, and obligations of partners

12. Meetings and Voting: Procedures for partner meetings and voting requirements

13. Books and Records: Requirements for maintaining partnership records and accounts

14. Transfer of Partnership Interests: Rules regarding transfer of ownership interests

15. Admission of New Partners: Process for admitting additional partners

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

17. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution

18. Disputes Resolution: Procedures for handling disputes between partners

19. Governing Law: Specification of Danish law as governing law

20. Miscellaneous Provisions: General legal provisions including notices, amendments, and severability