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Joint Venture And Shareholders Agreement

Joint Venture And Shareholders Agreement Template for Germany

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Key Requirements PROMPT example:

Joint Venture And Shareholders Agreement

"I need a Joint Venture and Shareholders Agreement under German law for a technology joint venture between our software company and a manufacturing partner, with specific provisions for IP protection and technical know-how sharing, planned to commence operations in March 2025."

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Document background
The Joint Venture and Shareholders Agreement is a crucial document used when two or more parties wish to establish a joint business venture under German law while clearly defining their rights and obligations as shareholders. This document is particularly relevant for cross-border transactions, strategic partnerships, and business combinations where parties seek to pool resources, share risks, and combine expertise. The agreement must comply with German corporate law requirements, including the German Civil Code (BGB) and Commercial Code (HGB), while addressing practical business needs such as governance, capital structure, and operational control. It serves as both the foundational document for the joint venture and the governing framework for shareholder relationships, making it essential for any significant business collaboration in Germany.
Suggested Sections

1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses

2. Background: Context of the joint venture, including business objectives and parties' intentions

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Formation of the Joint Venture: Details of the JV company formation, including legal form, name, registered office, and purpose

5. Capital Structure and Financing: Share capital, initial contributions, and funding arrangements

6. Business of the Joint Venture: Scope of business activities, territory, and any restrictions

7. Management and Governance: Management structure, appointment rights, and decision-making processes

8. Shareholders' Rights and Obligations: Voting rights, information rights, and general obligations of shareholders

9. Reserved Matters: Decisions requiring special majorities or unanimous consent

10. Transfer of Shares: Share transfer restrictions, right of first refusal, and other transfer provisions

11. Exit Provisions: Mechanisms for exit including put/call options, IPO, and sale procedures

12. Deadlock Resolution: Procedures for resolving management or shareholder deadlocks

13. Confidentiality: Protection of confidential information and trade secrets

14. Term and Termination: Duration of the agreement and termination grounds

15. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Intellectual Property Rights: Provisions for IP ownership and licensing when significant IP is involved in the venture

2. Employee Matters: Employment-related provisions when staff transfer or specific employment arrangements are needed

3. Non-Competition: Non-compete provisions when parties operate in similar markets

4. Technical Support and Know-How: Terms for technical assistance when one party provides technical expertise

5. Distribution Rights: Distribution arrangements when the JV involves product distribution

6. Related Party Transactions: Rules for dealing with related party transactions when anticipated

7. Environmental Compliance: Environmental obligations for ventures in regulated industries

8. Foreign Investment Provisions: Special provisions when foreign investment regulations apply

Suggested Schedules

1. Articles of Association: Constitutional document of the joint venture company

2. Initial Business Plan: Detailed business plan including financial projections

3. Capital Contributions Schedule: Details of initial and committed capital contributions

4. Reserved Matters List: Comprehensive list of matters requiring special approval

5. Management Structure Chart: Organizational structure and reporting lines

6. Intellectual Property Register: List of IP rights contributed or licensed to the JV

7. Service Agreements: Forms of service agreements between parties and the JV

8. Technical Support Agreement: Terms of technical support if applicable

9. Key Performance Indicators: Agreed performance metrics and targets

10. Form of Deed of Adherence: Template for new shareholders joining the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 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

Manufacturing

Technology

Automotive

Renewable Energy

Pharmaceuticals

Real Estate

Infrastructure

Telecommunications

Financial Services

Industrial Engineering

Chemical Industry

Software Development

Healthcare

Logistics

Consumer Goods

Relevant Teams

Legal

Corporate Development

Finance

Executive Leadership

Strategy

Business Development

Mergers & Acquisitions

Compliance

Risk Management

International Operations

Corporate Governance

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Development Director

Investment Director

Legal Counsel

Corporate Attorney

Business Development Manager

Strategy Director

Board Member

General Counsel

Compliance Officer

Finance Director

Operations Director

Company Secretary

Partnership Manager

Merger & Acquisition Manager

Industries








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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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