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Single Member Operating Agreement

Single Member Operating Agreement Template for Germany

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Key Requirements PROMPT example:

Single Member Operating Agreement

"I need a Single Member Operating Agreement for my tech startup GmbH based in Berlin, with specific provisions for protecting intellectual property and future expansion possibilities, including potential venture capital investment by March 2025."

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Document background
The Single Member Operating Agreement is a crucial document required when establishing a single-member GmbH (Gesellschaft mit beschränkter Haftung) in Germany. It is specifically designed for situations where one individual or entity wishes to form a limited liability company under German law without additional shareholders. This document must comply with the German Limited Liability Companies Act (GmbHG) and addresses all essential aspects of company formation, governance, and operation. It includes provisions for capital requirements, management structure, decision-making processes, and potential future changes in ownership. The agreement must be notarized and registered with the German Commercial Register (Handelsregister) to be legally effective. It serves as the primary reference document for the company's internal governance and is particularly important for maintaining clear separation between personal and business assets.
Suggested Sections

1. Parties: Identifies the single member and the company (GmbH) as the contracting parties

2. Background: Explains the context and purpose of establishing the single-member GmbH

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Establishes the company's legal formation and official name in compliance with GmbHG

5. Registered Office: Specifies the company's registered office and business address

6. Purpose of the Company: Defines the business purpose and scope of activities

7. Share Capital: Details the company's share capital structure and contribution

8. Management: Outlines management structure, appointment of managing directors (³Ò±ð²õ³¦³óä´Ú³Ù²õ´Úü³ó°ù±ð°ù), and their powers

9. Shareholder Decisions: Procedures for documented decision-making by the single member

10. Financial Matters: Covers accounting, financial statements, and profit distribution

11. Transfer of Shares: Regulations regarding potential future share transfers

12. Termination: Conditions and procedures for company dissolution

13. Governing Law: Confirms German law application and jurisdiction

Optional Sections

1. Supervisory Board: Required if company meets certain size criteria or voluntary establishment is desired

2. Advisory Board: Optional provision for establishing a non-statutory advisory board

3. Succession Planning: Provisions for business continuation in case of member's death or incapacity

4. Intellectual Property: Specific provisions for IP ownership and protection if relevant to business

5. Non-Competition: Restrictions on competitive activities if desired

6. Emergency Management: Procedures for business continuity in emergency situations

7. Digital Meetings: Provisions for virtual management meetings and decision-making

Suggested Schedules

1. Initial Business Plan: Detailed initial business plan and strategy

2. Capital Contribution Schedule: Details of initial capital contribution and payment schedule

3. Managing Director Service Agreement: Terms of service for the managing director(s)

4. Specimen Signatures: Authorized signatures for company operations

5. Company Address Details: Complete details of registered and business addresses

6. Bank Account Information: Details of company bank accounts and authorized signatories

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

Professional Services

Manufacturing

Retail

Real Estate

Consulting

Healthcare

E-commerce

Financial Services

Construction

Hospitality

Agriculture

Creative Industries

Import/Export

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Administration

Tax

Corporate Secretariat

Risk Management

Business Development

Relevant Roles

Business Owner

Managing Director

CEO

Company Secretary

Legal Counsel

Corporate Lawyer

Business Development Manager

CFO

Compliance Officer

Tax Advisor

Company Founder

Entrepreneur

General Counsel

Business Consultant

Financial Controller

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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