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Multi Member LLC Operating Agreement for Germany

Multi Member LLC Operating Agreement Template for Germany

A comprehensive legal document governed by German law that establishes the operational framework for a Multi-Member Limited Liability Company (GmbH). This agreement outlines the rights, responsibilities, and relationships between company members, defining crucial aspects such as capital contributions, profit sharing, management structure, and decision-making processes. It complies with the German Limited Liability Companies Act (GmbHG) and incorporates essential provisions for corporate governance, share transfers, and dispute resolution mechanisms. The document serves as the constitutional foundation for the company's internal operations and member relationships.

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Multi Member LLC Operating Agreement

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What is a Multi Member LLC Operating Agreement?

The Multi Member LLC Operating Agreement (GmbH-Gesellschaftsvertrag) is essential when establishing a limited liability company in Germany with multiple shareholders. This document is required under German corporate law, specifically the GmbHG, and must be notarized to be legally valid. It serves as the foundational document that governs the internal affairs of the company, including capital structure, management rights, profit distribution, and decision-making processes. The agreement is particularly crucial as it provides clarity on member relationships, prevents potential disputes, and establishes clear procedures for various business scenarios. It must be drafted with careful consideration of both mandatory legal requirements and the specific needs of the business venture, as it will govern the entire lifecycle of the company from formation through to potential dissolution.

What sections should be included in a Multi Member LLC Operating Agreement?

1. Parties: Identification of all founding members (Gesellschafter) with their full legal names, addresses, and ownership percentages

2. Background: Context of the company formation and purpose of the agreement

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

4. Formation and Name: Company's legal name, registered office, and formation details in compliance with GmbHG

5. Purpose of the Company: Detailed description of business activities and objectives (Unternehmensgegenstand)

6. Share Capital and Contributions: Details of the company's share capital (Stammkapital) and members' contributions

7. Members' Rights and Obligations: Core rights and duties of members, including voting rights and contribution obligations

8. Management and Representation: Appointment, removal, and powers of managing directors (ұäڳٲü)

9. Members' Meetings: Procedures for convening and conducting members' meetings (Gesellschafterversammlungen)

10. Resolutions: Decision-making processes and majority requirements

11. Financial Matters: Profit distribution, losses, and accounting principles

12. Transfer of Shares: Rules and restrictions regarding the transfer of company shares

13. Termination and Liquidation: Process for company dissolution and member exit

14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

What sections are optional to include in a Multi Member LLC Operating Agreement?

1. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information

2. Deadlock Resolution: Procedures for resolving disputes between equal shareholders

3. Tag-Along and Drag-Along Rights: Special provisions for share sales in case of majority shareholder exit

4. Advisory Board: Structure and powers of an optional advisory board (Beirat)

5. Intellectual Property Rights: Handling of IP rights between company and members

6. Additional Capital Contributions: Procedures for requesting additional capital from members

7. Special Rights of Individual Members: Any special veto rights or privileges granted to specific members

8. Compliance and Ethics: Additional compliance requirements and ethical business practices

What schedules should be included in a Multi Member LLC Operating Agreement?

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

2. Schedule 2: Members' Information: Complete details of all members including contact information and tax ID numbers

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

4. Schedule 4: Management Structure: Organizational chart and management responsibilities

5. Schedule 5: Specimen Signatures: Authorized signatures of managing directors

6. Appendix A: Form of Share Transfer Agreement: Template for future share transfers

7. Appendix B: Power of Attorney Templates: Standard forms for voting by proxy

8. Appendix C: Compliance Policies: Key company policies and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Ƶ

Document Type

Operating Agreement

Cost

Free to use
Relevant legal definitions









































Clauses
































Relevant Industries

Technology and Software

Manufacturing

Professional Services

Real Estate

Retail and E-commerce

Healthcare

Financial Services

Construction

Hospitality

Consulting

Media and Entertainment

Agriculture

Energy

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Business Development

Corporate Affairs

Tax

Risk Management

Strategic Planning

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Corporate Lawyer

Company Secretary

Legal Director

Business Development Director

Chief Operating Officer

Finance Director

Compliance Officer

Corporate Governance Officer

Board Member

Shareholder Representative

Investment Manager

Tax Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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