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LLC Shareholder Agreement

LLC Shareholder Agreement Template for Germany

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Key Requirements PROMPT example:

LLC Shareholder Agreement

"I need an LLC Shareholder Agreement for our German tech startup with three co-founders and one venture capital investor, including specific provisions for future funding rounds planned for March 2025 and protective rights for the investor."

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Document background
The LLC Shareholder Agreement (Gesellschaftervereinbarung) is a crucial document for any German GmbH, establishing the framework for shareholder relationships and company governance. It supplements the Articles of Association (Gesellschaftsvertrag) and provides detailed regulations for matters such as share transfers, voting rights, profit distribution, and management appointments. This agreement is particularly important when setting up a new GmbH, bringing in new investors, or restructuring existing shareholder relationships. The document must comply with German corporate law, especially the GmbH Act, while addressing specific needs of the company and its shareholders. It serves as a preventive measure against potential conflicts and provides clear procedures for various corporate scenarios.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the agreement, including company information and purpose of the agreement

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

4. Share Capital and Shareholders: Details of share capital structure, shareholding percentages, and classes of shares

5. Management and Corporate Governance: Rules regarding management appointment, removal, and decision-making processes

6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and quorum requirements

7. Transfer Restrictions: Limitations and procedures for transferring shares, including right of first refusal

8. Exit Provisions: Mechanisms for shareholder exits, including tag-along and drag-along rights

9. Profit Distribution: Rules for dividend distribution and profit sharing

10. Deadlock Resolution: Procedures for resolving deadlock situations between shareholders

11. Confidentiality: Obligations regarding company and shareholder confidential information

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in case of new share issuance

2. Put and Call Options: Specific rights to force purchase or sale of shares under defined circumstances

3. Non-competition and Non-solicitation: Restrictions on shareholders' competitive activities, used when shareholders are also active in the business

4. Intellectual Property Rights: Provisions regarding IP ownership and licenses, relevant for technology companies

5. Employee Shareholders: Special provisions for shareholders who are also employees, including good/bad leaver provisions

6. Strategic Investors: Special rights and obligations for investors with strategic importance

7. Supervisory Board: Rules regarding establishment and operation of a supervisory board, if applicable

Suggested Schedules

1. Schedule 1 - List of Shareholders: Current shareholders and their shareholdings

2. Schedule 2 - Articles of Association: Copy of the current articles of association

3. Schedule 3 - Share Capital History: Historical development of share capital and shareholdings

4. Schedule 4 - Business Plan: Current business plan and financial projections

5. Schedule 5 - Reserved Matters: List of decisions requiring special majority or unanimous approval

6. Schedule 6 - Share Valuation Methodology: Agreed methods for share valuation in various circumstances

7. Appendix A - Share Transfer Form: Standard form for documenting share transfers

8. Appendix B - Power of Attorney: Standard form for shareholder representation

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

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Energy

Media and Entertainment

Construction

Logistics

E-commerce

Software Development

Consulting

Relevant Teams

Legal

Corporate Governance

Finance

Executive Leadership

Compliance

Investment

Corporate Development

Board of Directors

Shareholder Relations

Corporate Secretary Office

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Investment Manager

Business Development Director

Finance Director

Compliance Officer

Corporate Lawyer

Board Member

Shareholder Relations Manager

Company Secretary

Private Equity Manager

Venture Capital Manager

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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