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Simple Operating Agreement

Simple Operating Agreement Template for Germany

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Key Requirements PROMPT example:

Simple Operating Agreement

"I need a Simple Operating Agreement for a new tech startup GmbH being formed in Berlin with three founding shareholders, each contributing equal capital, and we need specific provisions for IP protection and future investment rounds."

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Document background
The Simple Operating Agreement is a crucial document required when establishing a GmbH (limited liability company) under German law. It serves as the foundational contract between shareholders and the company, outlining the basic structure and operational framework of the business. This document is mandatory for GmbH registration with the Commercial Register (Handelsregister) and must comply with the requirements set forth in the German Limited Liability Companies Act (GmbHG). The agreement typically includes essential provisions regarding share capital, management structure, shareholder rights and obligations, and decision-making processes. It's particularly important for new business formations, joint ventures, or when restructuring existing companies, providing the legal backbone for the company's operations and governance.
Suggested Sections

1. Parties: Identification of all founding shareholders (Gesellschafter) with full legal names and addresses

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

3. Definitions: Key terms used throughout the agreement

4. Formation and Name: Company name, legal form (GmbH), and registered office location

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

6. Share Capital and Contributions: Details of the share capital (Stammkapital) and individual shareholders' contributions

7. Shareholders and Shares: Rights and obligations of shareholders, share transfer restrictions, and succession rules

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

9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and resolutions

10. Financial Matters: Fiscal year, accounting, profit distribution, and loss allocation

11. Term and Termination: Duration of the agreement and termination provisions

12. General Provisions: Governing law, severability, and notices

Optional Sections

1. Advisory Board: Establishes an advisory board (Beirat) - include when additional oversight is desired

2. Non-Competition: Restrictions on competitive activities - include for businesses with sensitive IP or market position

3. Tag-Along/Drag-Along Rights: Special share transfer provisions - include for companies planning future investment or exit

4. Deadlock Resolution: Procedures for resolving shareholder disputes - include when equal shareholding exists

5. Intellectual Property: IP ownership and protection - include for technology or creative businesses

6. Employee Participation: Employee share schemes - include if employee ownership is planned

Suggested Schedules

1. Schedule 1 - Initial Shareholders and Capital Contributions: Detailed breakdown of shareholdings and contributions

2. Schedule 2 - Business Plan: Initial business plan and financial projections

3. Schedule 3 - Managing Directors' Service Agreements: Terms of employment for managing directors

4. Schedule 4 - Company Address and Business Premises: Details of registered office and business locations

5. Schedule 5 - Specimen Signatures: Authorized signatures of managing directors and key representatives

6. Appendix A - Articles of Association: Formal Articles of Association (Satzung) for registration purposes

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions

























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Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Hospitality

E-commerce

Consulting

Software Development

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Operations

Company Secretariat

Relevant Roles

CEO

Managing Director

General Counsel

Legal Counsel

Corporate Lawyer

Company Secretary

Chief Financial Officer

Business Development Director

Compliance Officer

Risk Manager

Board Member

Corporate Governance Officer

Shareholder Relations Manager

Investment Manager

Operations 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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