tiktok³ÉÈË°æ

All Countries
Risk Management
Limited Liability Company Operating Agreement

Limited Liability Company Operating Agreement Template for Germany

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Limited Liability Company Operating Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Limited Liability Company Operating Agreement

"I need a Limited Liability Company Operating Agreement for a German technology startup GmbH launching in March 2025, with three founding shareholders from different countries (Germany, UK, and USA), including specific provisions for intellectual property protection and future investment rounds."

Celebrated by
Collaborations with
Investors
Document background
The Limited Liability Company Operating Agreement (Gesellschaftsvertrag) is a foundational document required under German law for establishing and operating a GmbH. It must be notarized and filed with the German Commercial Register (Handelsregister) as part of the company formation process. This document is essential when two or more parties wish to form a GmbH, or even for single-shareholder GmbHs, setting out the company's internal organization, management structure, and shareholder rights and obligations. It must comply with the German Limited Liability Companies Act (GmbHG) while being adaptable to specific business needs. The agreement typically includes provisions for share capital, transfer restrictions, management appointment, profit distribution, and shareholder decision-making processes, forming the legal backbone of the company's operations.
Suggested Sections

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

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

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

4. Company Name and Registered Office: Official company name (including 'GmbH') and registered office address

5. Purpose of the Company: Detailed description of the company's business purposes and activities

6. Share Capital: Amount of share capital (Stammkapital) and its division into shares (³Ò±ð²õ³¦³óä´Ú³Ù²õ²¹²Ô³Ù±ð¾±±ôe)

7. Shareholders and Contributions: List of shareholders and their respective capital contributions and shares

8. Management: Appointment, removal, and powers of managing directors (³Ò±ð²õ³¦³óä´Ú³Ù²õ´Úü³ó°ù±ð°ù)

9. Shareholders' Meeting: Procedures for convening and conducting shareholders' meetings and voting rights

10. Annual Accounts and Distribution of Profits: Rules for preparing annual accounts and distributing profits

11. Transfer of Shares: Restrictions and procedures for transferring company shares

12. Termination and Liquidation: Provisions for company termination and liquidation process

13. Notices: Methods and requirements for official communications

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

Optional Sections

1. Advisory Board: Establishes an advisory board (Beirat) - recommended for larger GmbHs or those with complex governance needs

2. Non-Competition: Restrictions on shareholders' competing activities - important when shareholders are active in similar business areas

3. Deadlock Resolution: Procedures for resolving shareholder disputes - crucial for companies with equal shareholders

4. Put and Call Options: Share purchase rights and obligations - useful for planning exit scenarios

5. Intellectual Property Rights: IP ownership and licensing provisions - essential for technology or creative companies

6. Additional Capital Contributions: Rules for requesting additional capital from shareholders - important for companies anticipating future capital needs

7. Succession Planning: Provisions for handling shares upon death or incapacity of shareholders

8. Compliance and Internal Controls: Additional governance rules - recommended for regulated industries or larger operations

Suggested Schedules

1. Initial Shareholdings: Detailed breakdown of initial share capital allocation and contributions

2. Managing Directors' Powers: Specific authorities and limitations of managing directors

3. Business Plan: Initial business plan and strategy (often referenced but attached separately)

4. Shareholders' Special Rights: Any special rights or obligations assigned to specific shareholders

5. Form of Share Transfer Agreement: Template for future share transfers

6. Internal Rules of Procedure: Detailed operational procedures for management (Geschäftsordnung)

7. Sample Shareholders' Resolution: Templates for common shareholders' resolutions

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











































Clauses









































Relevant Industries

Technology and Software

Manufacturing

Professional Services

Retail and E-commerce

Real Estate

Healthcare

Financial Services

Construction

Media and Entertainment

Energy and Utilities

Logistics and Transportation

Consulting

Food and Beverage

Agriculture

Education and Training

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Secretariat

Business Development

Investment

Strategy

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

General Counsel

Legal Director

Corporate Lawyer

Chief Financial Officer

Finance Director

Business Development Director

Compliance Officer

Board Member

Shareholder

Company Founder

Corporate Governance Officer

Risk Manager

Head of Legal

Investment Director

Corporate Secretary

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

Find the exact document you need

Capital Contribution LLC Operating Agreement

A German law-governed agreement establishing terms for capital contributions in a GmbH, including share allocation and management rights.

find out more

Standard Operating Agreement For LLC

A German LLC (GmbH) Operating Agreement establishing company governance rules and shareholder rights under German law.

find out more

Single Member Manager Managed LLC Operating Agreement

A German law-governed operating agreement establishing a single-member managed GmbH, defining its structure, management, and operational framework.

find out more

LLC Business Partnership Agreement

A German law-governed agreement establishing and regulating a GmbH partnership structure, defining shareholder relationships and management framework.

find out more

Management Company Operating Agreement

A German law-governed operating agreement establishing the governance and operational framework for a management company, aligned with GmbH-Gesetz requirements.

find out more

Simple Operating Agreement

A German law-governed Simple Operating Agreement (Gesellschaftsvertrag) establishing the core framework for a GmbH's formation and operation.

find out more

Operations And Management Agreement

A German law-governed agreement establishing terms for operational management of facilities or assets by a third-party operator.

find out more

Operating Agreement For Corporation

A German law-governed agreement establishing the organizational structure and operational framework for a corporation (Aktiengesellschaft), compliant with the Aktiengesetz.

find out more

LLC Operating Agreement For Shared Vacation Home

A German law-governed LLC Operating Agreement establishing the framework for shared vacation home ownership and management under German corporate and property regulations.

find out more

LLC Membership Admission Agreement

A German law-governed agreement for admitting new members into a GmbH (German LLC), specifying membership terms and capital contributions.

find out more

LLC Bylaws

German LLC (GmbH) bylaws document establishing the fundamental rules and governance structure of a limited liability company under German law.

find out more

Limited Liability Agreement

A German law-compliant Limited Liability Agreement establishing boundaries of liability between contracting parties while ensuring adherence to German legal requirements.

find out more

Joint Operating Agreement

A German law-governed agreement establishing the framework for joint operations between multiple parties, detailing management, operational procedures, and risk allocation.

find out more

Holding Company Operating Agreement

A German law-governed agreement establishing the operational framework and governance structure for a holding company, including shareholder rights and management procedures.

find out more

Asset Protection LLC Operating Agreement

A German law-governed LLC Operating Agreement with specialized provisions for asset protection, establishing the framework for company operations and asset safeguarding under German corporate law.

find out more

Aircraft LLC Operating Agreement

A German law-governed operating agreement for an aircraft LLC, combining corporate governance requirements with aviation regulations and operational procedures.

find out more

Single Member Operating Agreement

A German law-compliant operating agreement establishing and governing a single-member GmbH (limited liability company), defining its structure and management framework.

find out more

Limited Liability Company Operating Agreement

A German law-governed operating agreement establishing the structure and governance framework for a GmbH (Limited Liability Company).

find out more

Operating Agreement For Member Managed Limited Liability Company

German LLC (GmbH) Operating Agreement establishing governance structure and member rights under German law.

find out more

Bylaws Operating Agreement

German law-compliant corporate governance document establishing fundamental company rules and operational framework under German corporate law.

find out more

Multi Member LLC Operating Agreement

A German law-governed operating agreement establishing the framework for a Multi-Member GmbH, defining member rights, management structure, and operational procedures.

find out more

Member Managed LLC Operating Agreement

A German law-governed operating agreement for a member-managed limited liability company (GmbH equivalent), defining member rights, responsibilities, and management structure.

find out more

Shareholder Operating Agreement

A German law-governed agreement establishing operational and governance framework for a GmbH, defining shareholder rights and company management structure.

find out more

Real Estate LLC Operating Agreement

A German law-governed operating agreement for a real estate-focused GmbH, establishing the company's structure and operational framework.

find out more

Manager Managed LLC Operating Agreement

A comprehensive operating agreement for a German manager-managed GmbH (LLC), establishing governance structure and management framework under German law.

find out more

Operations Transfer Agreement

German law-governed agreement for transferring business operations between entities, ensuring compliance with §613a BGB and related regulations.

find out more

LLC Shareholder Agreement

A German law-governed agreement establishing rights and obligations between GmbH shareholders, including ownership, management, and operational procedures.

find out more

Joint Venture Operating Agreement

A German law-governed agreement establishing the operational framework and governance structure for a joint venture between multiple parties.

find out more

Operating Management Agreement

A German law-governed agreement establishing terms for professional management and operation of a business or facility by an external operator.

find out more

Addendum To Operating Agreement

A German law-compliant document that amends an existing operating agreement (Gesellschaftsvertrag), typically for a GmbH, incorporating specific modifications while maintaining legal validity.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.

Read our Privacy Policy.