The Capital Contribution Partnership Agreement is a crucial document used when establishing or modifying capital investment arrangements in partnerships under German law. It is typically employed when partners wish to contribute capital, assets, or services to a partnership in exchange for partnership interests. The agreement must comply with German partnership law, particularly the provisions of the BGB (German Civil Code) and HGB (German Commercial Code). This document is essential for both new partnership formations and existing partnerships receiving additional contributions, providing detailed specifications of the contributions, valuation methodologies, timing of transfers, resulting partnership interests, and associated rights. It includes provisions for both immediate and staged contributions, and can accommodate various types of capital including cash, real estate, intellectual property, and business assets.
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1. Parties: Identification of all partners making capital contributions and the partnership entity
2. Background: Context of the agreement, including the purpose of the partnership and capital contributions
3. Definitions: Key terms used throughout the agreement, including specific German legal terminology
4. Partnership Formation: Establishment of the partnership, its name, registered office, and purpose
5. Capital Contributions: Detailed description of each partner's capital contributions (cash, assets, or services)
6. Valuation of Contributions: Methodology and agreed values for non-cash contributions
7. Timing and Payment: Schedule and mechanics for making capital contributions
8. Partnership Interests: Allocation of partnership interests based on capital contributions
9. Management Rights: Management structure and voting rights related to capital contributions
10. Profit and Loss Allocation: Distribution of profits and losses among partners
11. Additional Capital Contributions: Process and requirements for future capital contributions
12. Transfer Restrictions: Limitations on transfer of partnership interests
13. Withdrawal and Exit: Procedures for partner withdrawal and return of capital
14. Duration and Termination: Term of the agreement and termination provisions
15. Governing Law: Confirmation of German law application and jurisdiction
16. Miscellaneous: Standard legal provisions including notices, amendments, and severability
1. Pre-emptive Rights: Rights of existing partners to maintain their proportional ownership when new capital is raised
2. Tag-Along Rights: Rights of minority partners to join in transfer of majority interests
3. Drag-Along Rights: Rights of majority partners to force minority partners to join in transfer
4. Intellectual Property: Provisions regarding IP contributed as capital
5. Employee Matters: Provisions regarding employees transferred as part of business contributions
6. Competition Restrictions: Non-compete and non-solicitation provisions
7. Foreign Investment Provisions: Special provisions for non-German partners
8. Tax Matters: Specific tax treatment and allocation of tax responsibilities
1. Schedule 1: Capital Contribution Details: Detailed list and description of all capital contributions
2. Schedule 2: Valuation Reports: Independent valuation reports for non-cash contributions
3. Schedule 3: Payment Schedule: Timeline and mechanics for staged capital contributions
4. Schedule 4: Partnership Interest Calculations: Detailed calculations of partnership interests
5. Schedule 5: Due Diligence Reports: Reports on contributed business assets or entities
6. Appendix A: Partner Information: Detailed information about each partner
7. Appendix B: Partnership Registration Documents: Copies of commercial register filings and related documents
8. Appendix C: Asset Transfer Documentation: Legal documentation for transfer of contributed assets
Relevant legal definitions
Clauses
Relevant Industries
Real Estate Development
Private Equity
Manufacturing
Technology and Software
Professional Services
Healthcare
Infrastructure Development
Renewable Energy
Commercial Property
Industrial Production
Venture Capital
Financial Services
Agricultural Business
Hospitality and Tourism
Relevant Teams
Legal
Finance
Corporate Development
Investment Management
Tax
Compliance
Treasury
Business Development
Corporate Secretariat
Risk Management
Asset Management
Partnership Management
Investment Relations
Relevant Roles
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Investment Director
Partnership Manager
Corporate Development Manager
Business Development Director
Finance Director
Asset Manager
Tax Director
Compliance Officer
Treasury Manager
Corporate Secretary
Investment Relations Manager
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