Are you planning to establish a company and need assistance drafting the partnership agreement? The partnership agreement forms the basis for every type of company – whether it's a general partnership (GbR), a general partnership (OHG), a limited partnership (KG), an entrepreneurial company (UG), or a limited liability company (GmbH). When establishing a company, the partners must enter into a contractual agreement to define the company's objectives, purposes, registered office, liability issues, areas of activity, and other aspects.
The validity of the partnership agreement is crucial. Violations of formal requirements, impermissible changes, or errors can result in the company not being legally valid and the partners being held personally liable for liabilities. Regulatory gaps in incomplete partnership agreements can also have undesirable consequences for all partners and the company.
Therefore, it is advisable to seek legal advice when establishing a company. This way, you can avoid potential disadvantages and launch your business without legal risks.
A legally valid partnership agreement is an important step in establishing your business. Consider the following points for a successful start:
Choosing the right legal structure is crucial before drawing up the contract. Company law recognizes various types of partnerships:
The partners are free to reach an agreement as they see fit, but they must include mandatory contractual provisions such as the company's purpose and the partners' contributions (in money or services). Optionally, further details such as management and power of representation or succession arrangements can be specified.
Mandatory
The regulations concerning majorities and voting are of central importance. The articles of association should clearly stipulate the majority required for passing resolutions and in which cases unanimity is necessary.
An unclearly worded clause regarding voting rights can render the company unable to act in the event of a dispute. A classic example is a deadlock situation when two shareholders have equal ownership stakes and no provision for a tie-breaking vote.
Partnerships according to the Partnership Act (PartGG)
Contract content
The partners are free to reach an agreement as they see fit, but they must include mandatory contractual provisions such as the company's purpose and the partners' contributions (in money or services). Optionally, further details such as management and power of representation or succession arrangements can be specified.
There are no formal requirements for partnerships. For corporations such as GmbH or AG, the contract must be notarized and registration in the commercial register is required.
Significant legal advice is needed not only during the formation of a company, but also when amending a company agreement later on. Company agreements are frequently amended, for example, when new partners join, shareholdings are adjusted, or voting rights are redistributed.
Especially in the case of limited liability companies (GmbHs), amendments to contracts are subject to strict legal requirements. According to the German Limited Liability Companies Act (GmbHG), amendments generally require a shareholder resolution passed by a qualified majority and notarization.
The articles of association are the legal foundation of every company. Unclear provisions or invalid amendments can lead to significant liability and conflict risks for the shareholders. This applies not only during the company's formation but especially to subsequent adjustments during ongoing business operations.
Careful drafting and timely legal review of company agreements help to avoid disputes and to implement entrepreneurial decisions in a legally sound and sustainable manner.
If you're considering establishing a company and drafting a partnership agreement, I offer comprehensive advice. I'll guide you through the process of drafting the agreement and explain what you need to consider, what obligations and liabilities are associated with it, and what rights you have as a partner or managing director.
I place great importance on your contractual freedom and tailor the contract to your individual needs. I strive to translate your wishes into legally sound contract text. I can provide you with sample contracts, which we can discuss together, as well as draft customized contracts specifically for your company. In collaboration with a notary, I also take care of notarization and registration in the commercial register to ensure your peace of mind.
It is crucial that you have the partnership agreement reviewed by a lawyer, as invalid contracts risk making you personally liable.
We would be happy to discuss the costs for legal advice, notary services, and procedures in advance so that you are informed of upcoming expenses.
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