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Partnership Contract Agreement Template for Germany

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Key Requirements PROMPT example:

Partnership Contract Agreement

"I need a Partnership Contract Agreement for a technology consulting firm in Berlin, with three equal partners contributing €50,000 each, including specific provisions for intellectual property rights and client confidentiality, to be effective from March 1, 2025."

Document background
The Partnership Contract Agreement (Gesellschaftsvertrag) is a crucial document for businesses operating under German law that wish to establish a formal partnership structure. This document is essential when two or more parties intend to combine their resources, expertise, and efforts to conduct business together. It can be used to form various types of partnerships under German law, including civil law partnerships (GbR), general commercial partnerships (OHG), or limited partnerships (KG). The agreement comprehensively addresses all aspects of the partnership relationship, from formation to dissolution, including capital contributions, profit sharing, management rights, partner duties, and exit provisions. It must comply with the requirements of the German Civil Code (BGB) and Commercial Code (HGB), while also accommodating the specific needs and arrangements of the partners involved.
Suggested Sections

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

2. Background: Context of the partnership formation and general intent of the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Partnership Formation and Purpose: Legal establishment of the partnership and its business objectives

5. Name and Registered Office: Partnership's official name and registered address

6. Capital Contributions: Details of initial and any agreed future capital contributions by partners

7. Profit and Loss Sharing: Framework for distribution of profits and allocation of losses

8. Management and Decision Making: Management structure and voting rights for partnership decisions

9. Partner Rights and Obligations: Core rights and duties of all partners

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

11. Accounting and Records: Requirements for maintaining partnership accounts and records

12. Term and Termination: Duration of partnership and conditions for termination

13. Partner Exit Provisions: Procedures for partner retirement, withdrawal, or death

14. Dispute Resolution: Procedures for resolving disputes between partners

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

Optional Sections

1. Intellectual Property Rights: Provisions for IP ownership and usage - include when partnership involves creation or use of intellectual property

2. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information - important for knowledge-based businesses

3. Employee Management: Framework for hiring and managing employees - include when partnership plans to have employees

4. Insurance: Required insurance coverage - include for high-risk businesses or when significant assets are involved

5. International Operations: Provisions for international business activities - include when partnership operates across borders

6. Succession Planning: Detailed provisions for business continuation - important for family businesses or long-term partnerships

7. Environmental Compliance: Environmental responsibilities - include for businesses with environmental impact

8. Data Protection: GDPR and data protection compliance - include when handling personal data

Suggested Schedules

1. Schedule A - Capital Contributions: Detailed breakdown of each partner's capital contributions, including valuations of non-cash assets

2. Schedule B - Profit Sharing Ratios: Specific percentages or formulas for profit and loss distribution

3. Schedule C - Partner Contact Details: Complete contact information for all partners

4. Schedule D - Business Plan: Initial business plan and strategy document

5. Schedule E - Asset Register: List of partnership assets and their ownership status

6. Appendix 1 - Management Procedures: Detailed operational procedures and management protocols

7. Appendix 2 - Banking Mandates: Banking arrangements and authorized signatories

8. Appendix 3 - Accounting Policies: Detailed accounting procedures and policies

Authors

Alex Denne

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

Relevant legal definitions






































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Relevant Industries

Professional Services

Retail

Manufacturing

Technology

Construction

Healthcare

Hospitality

Real Estate

Consulting

Agriculture

Financial Services

Creative Industries

Transport and Logistics

Environmental Services

Education and Training

Relevant Teams

Legal

Finance

Corporate Governance

Risk and Compliance

Tax

Operations

Business Development

Administration

Executive Leadership

Strategy

Relevant Roles

Managing Partner

Business Owner

CEO

Legal Counsel

Corporate Lawyer

Business Development Manager

CFO

Financial Controller

Operations Manager

Risk Manager

Compliance Officer

Tax Advisor

Business Consultant

Partnership Administrator

Managing Director

General Counsel

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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