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An Operating Agreement sets the ground rules for how a German GmbH (limited liability company) runs its business. It outlines key decisions like how profits are shared, who can make important choices, and what happens if someone wants to sell their shares. Think of it as your company's internal constitution.

Under German corporate law (GmbHG), every GmbH must have this vital document to function legally. While some parts are required by law, like stating the company's name and purpose, you can customize many sections to fit your business needs. The agreement becomes binding once it's notarized and registered with the commercial register (Handelsregister).

Every new GmbH needs an Operating Agreement from day one of business formation. This foundation document becomes essential when founding partners set up their company, bring in new shareholders, or plan major business changes. It's particularly important when multiple owners have different ideas about running the company or sharing profits.

German businesses also need to update their Operating Agreement when expanding operations, changing management structures, or adjusting profit distribution methods. Having clear rules in place prevents costly disputes and keeps your company compliant with the GmbHG (Limited Liability Companies Act). Many companies review their agreement annually to ensure it still matches their business reality.

• Simple Operating Agreement: Basic version for small GmbHs with straightforward structures, covering essential legal requirements only
• Single Member Operating Agreement: Tailored for Ein-Personen-GmbHs (single-owner companies), simplifying decision-making processes
• Multi Member LLC Operating Agreement: For GmbHs with multiple shareholders, detailing voting rights and profit distribution
• Manager Managed LLC Operating Agreement: Specifically designed for companies with professional management separate from owners

• Company Founders (Gesellschafter): Create and sign the initial Operating Agreement when establishing their GmbH, defining their roles and investment shares
• Business Lawyers (Rechtsanwälte): Draft and review agreements to ensure compliance with German corporate law and protect client interests
• Managing Directors (Geschäftsführer): Execute the agreement's terms in daily operations and ensure company compliance
• Notaries (Notare): Authenticate Operating Agreements and file them with the commercial register
• Future Shareholders: Must agree to and become bound by the Operating Agreement when buying into the company

• Basic Company Details: Gather registered company name, business address, purpose, and starting capital (Stammkapital)
• Shareholder Information: List all shareholders with their contributions, voting rights, and profit-sharing arrangements
• Management Structure: Define who can represent the company and make decisions, including any restrictions on authority
• Exit Procedures: Plan rules for share transfers, succession, and company dissolution
• Compliance Check: Our platform ensures your Operating Agreement meets all GmbHG requirements while using clear, legally sound language
• Notarization Preparation: Organize required documents and identification for all parties before the notary appointment

• Company Identification: Legal name, registered office address, and business purpose according to GmbHG §3
• Share Capital Structure: Total Stammkapital amount and individual share distributions
• Management Rules: Powers and limitations of Geschäftsführer (managing directors)
• Shareholder Rights: Voting procedures, profit distribution, and transfer restrictions
• Decision-Making Process: Rules for shareholder meetings and resolution requirements
• Compliance Provisions: Our platform automatically includes all mandatory GmbHG elements, ensuring your agreement meets legal requirements
• Termination Terms: Procedures for company dissolution and asset distribution

An Operating Agreement differs significantly from a Consortium Agreement in German business law. While both involve multiple parties working together, they serve distinct purposes and operate under different legal frameworks.

• Legal Structure: Operating Agreements govern internal GmbH operations permanently, while Consortium Agreements typically create temporary partnerships for specific projects
• Scope of Control: Operating Agreements define comprehensive company management rules, whereas Consortium Agreements focus on project-specific responsibilities and resource sharing
• Registration Requirements: Operating Agreements must be notarized and registered with the Handelsregister; Consortium Agreements don't require official registration
• Duration: Operating Agreements exist throughout the company's lifetime, but Consortium Agreements usually terminate when the project ends
• Liability Structure: Operating Agreements establish limited liability protection for GmbH members, while Consortium partners often maintain individual liability