The Limited Liability Limited Partnership Agreement (Kommanditgesellschaft auf Aktien - KGaA) is a specialized German legal instrument used to establish a hybrid business structure that combines the flexibility of a partnership with the capital-raising capabilities of a corporation. This document is particularly valuable for family-owned businesses seeking to maintain control while accessing public capital markets, or for companies requiring a flexible management structure with strong governance mechanisms. The agreement is governed by German law, specifically the Commercial Code (HGB) and Stock Corporation Act (AktG), and must be notarized before registration in the Commercial Register. It contains detailed provisions on capital structure, management rights, profit distribution, and corporate governance, making it suitable for large-scale business operations requiring both centralized control and public investment capabilities.
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1. Parties: Identification of the general partner(s) and initial limited partners/shareholders
2. Background: Context of the partnership formation and intended business purpose
3. Definitions: Key terms used throughout the agreement, including German legal terminology
4. Formation and Name: Establishment of the KGaA, registered office, and partnership name (Firma)
5. Business Purpose: Detailed description of the partnership's business activities and objectives
6. Duration: Term of the partnership and conditions for continuation or termination
7. Capital Structure: Share capital, types of shares, and nominal value of shares
8. General Partner Rights and Obligations: Management authority, representation powers, and liability of general partners
9. Limited Partner Rights and Obligations: Shareholder rights, voting rights, and participation in general meetings
10. Corporate Governance: Management structure, supervisory board, and decision-making processes
11. General Meetings: Procedures for shareholder meetings, voting rights, and resolutions
12. Financial Matters: Profit distribution, loss allocation, and accounting principles
13. Transfer Restrictions: Rules regarding the transfer of shares and partnership interests
14. Termination and Liquidation: Processes for partnership dissolution and asset distribution
15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
1. Supervisory Board: Detailed provisions for supervisory board if required by law or desired (mandatory if more than 500 employees)
2. Preference Shares: Provisions for different share classes if the partnership issues preferred shares
3. Competition Restrictions: Non-compete and non-solicitation provisions if desired
4. Deadlock Resolution: Mechanisms for resolving management deadlocks when multiple general partners exist
5. Tag-Along and Drag-Along Rights: Special share transfer provisions for minority shareholder protection
6. Investment Committee: Provisions for an investment committee if the partnership has investment activities
7. Advisory Board: Provisions for an optional advisory board (Beirat) if desired
1. Initial Shareholders: List of initial limited partners and their shareholdings
2. Share Capital Structure: Detailed breakdown of share classes and rights
3. Articles of Association: Detailed corporate governance rules and shareholder rights
4. Management Rules: Internal regulations for management and decision-making processes
5. Specimen Signatures: Authorized signatures of general partners and key representatives
6. Form of Share Certificate: Template for share certificates if physical shares are issued
7. Profit Distribution Key: Detailed formula for profit and loss allocation
8. Intellectual Property Rights: List of IP rights contributed to or owned by the partnership
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Real Estate
Private Equity
Family Business
Investment Management
Professional Services
Technology
Healthcare
Infrastructure
Retail
Industrial Services
Media and Entertainment
Relevant Teams
Legal
Corporate Governance
Executive Management
Finance
Compliance
Risk Management
Shareholder Relations
Corporate Secretariat
Investment Management
Strategy
Treasury
Relevant Roles
Chief Executive Officer
Managing Director
General Counsel
Corporate Secretary
Chief Financial Officer
Board Member
Supervisory Board Member
Investment Director
Legal Counsel
Corporate Governance Officer
Compliance Officer
Partnership Secretary
Shareholder Relations Manager
Chief Operating Officer
Risk Manager
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