The Manager Managed LLC Operating Agreement is essential for businesses establishing a professionally managed German Limited Liability Company (GmbH) where day-to-day operations are entrusted to appointed managers rather than members. This document is particularly relevant for medium to large-scale operations, companies with multiple shareholders, or those seeking professional management structures. The agreement must comply with German corporate law, particularly the GmbHG (Limited Liability Companies Act), while establishing clear governance frameworks, management responsibilities, and member rights. It includes crucial provisions for capital contributions, profit distribution, transfer restrictions, and management authority, making it suitable for businesses requiring sophisticated governance structures while maintaining the flexibility of a limited liability company format.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of all founding members (Gesellschafter) and their contact details
2. Background: Context of the company formation and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Company name, registered office, and formation details
5. Purpose of the Company: Business objectives and scope of activities (Unternehmensgegenstand)
6. Share Capital and Contributions: Details of the company's share capital (Stammkapital) and members' contributions
7. Members and Shares: Rights and obligations of members, share transfer restrictions, and succession rules
8. Management Structure: Appointment, removal, and powers of managers (Geschäftsführer)
9. Management Duties and Limitations: Specific responsibilities, restrictions, and reporting obligations of managers
10. Members' Meetings: Procedures for convening and conducting members' meetings (Gesellschafterversammlungen)
11. Resolutions and Voting: Decision-making processes and voting requirements
12. Financial Matters: Profit distribution, losses, and accounting requirements
13. Term and Termination: Duration of the agreement and termination provisions
14. Confidentiality: Protection of company and member confidential information
15. Notices: Communication procedures between parties
16. Governing Law: Confirmation of German law application and jurisdiction
1. Non-Competition: Restrictions on members' competing activities - include when members are active in similar industries
2. Advisory Board: Structure and powers of an advisory board (Beirat) - include for larger LLCs or when additional oversight is desired
3. Intellectual Property: IP ownership and usage rights - include when IP is significant to the business
4. Tag-Along/Drag-Along Rights: Share transfer provisions - include for companies planning future sale or investment
5. Deadlock Resolution: Procedures for resolving member disputes - include when there are equal shareholdings
6. Employee Participation: Employee share schemes or profit participation - include when employee ownership is planned
7. International Operations: Provisions for foreign business activities - include for companies operating internationally
8. Digital Meetings: Provisions for virtual meetings and electronic communications - include for modern operating procedures
1. Initial Members and Contributions: Detailed list of members and their initial capital contributions
2. Share Certificate Template: Standard form for share certificates if used
3. Management Procedures: Detailed management protocols and internal regulations
4. Restricted Matters: List of actions requiring special approval
5. Business Plan: Initial business plan and strategic objectives
6. Specimen Signatures: Authorized signatures of managers and key representatives
7. Related Party Agreements: List of existing agreements with related parties
8. Compliance Guidelines: Internal compliance and governance procedures
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.
Download
Standard Operating Agreement For LLC
A German LLC (GmbH) Operating Agreement establishing company governance rules and shareholder rights under German law.
Download
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.
Download
LLC Business Partnership Agreement
A German law-governed agreement establishing and regulating a GmbH partnership structure, defining shareholder relationships and management framework.
Download
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.
Download
Simple Operating Agreement
A German law-governed Simple Operating Agreement (Gesellschaftsvertrag) establishing the core framework for a GmbH's formation and operation.
Download
Operations And Management Agreement
A German law-governed agreement establishing terms for operational management of facilities or assets by a third-party operator.
Download
Operating Agreement For Corporation
A German law-governed agreement establishing the organizational structure and operational framework for a corporation (Aktiengesellschaft), compliant with the Aktiengesetz.
Download
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.
Download
LLC Membership Admission Agreement
A German law-governed agreement for admitting new members into a GmbH (German LLC), specifying membership terms and capital contributions.
Download
LLC Bylaws
German LLC (GmbH) bylaws document establishing the fundamental rules and governance structure of a limited liability company under German law.
Download
Limited Liability Agreement
A German law-compliant Limited Liability Agreement establishing boundaries of liability between contracting parties while ensuring adherence to German legal requirements.
Download
Joint Operating Agreement
A German law-governed agreement establishing the framework for joint operations between multiple parties, detailing management, operational procedures, and risk allocation.
Download
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.
Download
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.
Download
Aircraft LLC Operating Agreement
A German law-governed operating agreement for an aircraft LLC, combining corporate governance requirements with aviation regulations and operational procedures.
Download
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.
Download
Limited Liability Company Operating Agreement
A German law-governed operating agreement establishing the structure and governance framework for a GmbH (Limited Liability Company).
Download
Operating Agreement For Member Managed Limited Liability Company
German LLC (GmbH) Operating Agreement establishing governance structure and member rights under German law.
Download
Bylaws Operating Agreement
German law-compliant corporate governance document establishing fundamental company rules and operational framework under German corporate law.
Download
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.
Download
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.
Download
Shareholder Operating Agreement
A German law-governed agreement establishing operational and governance framework for a GmbH, defining shareholder rights and company management structure.
Download
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.
Download
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.
Download
Operations Transfer Agreement
German law-governed agreement for transferring business operations between entities, ensuring compliance with §613a BGB and related regulations.
Download
LLC Shareholder Agreement
A German law-governed agreement establishing rights and obligations between GmbH shareholders, including ownership, management, and operational procedures.
Download
Joint Venture Operating Agreement
A German law-governed agreement establishing the operational framework and governance structure for a joint venture between multiple parties.
Download
Operating Management Agreement
A German law-governed agreement establishing terms for professional management and operation of a business or facility by an external operator.
Download
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.
Download
ұԾ’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; ұԾ’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
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)