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Capital Contribution Partnership Agreement for Germany

Capital Contribution Partnership Agreement Template for Germany

A comprehensive legal agreement governed by German law (primarily the German Civil Code - BGB and German Commercial Code - HGB) that establishes the terms and conditions for capital contributions to a partnership. The document details the nature, value, and timing of contributions, whether in cash, assets, or services, and defines the resulting partnership interests, rights, and obligations of all parties involved. It includes provisions for valuation methods, contribution schedules, management rights, profit sharing, and exit mechanisms, all structured within the German legal framework for partnerships.

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Capital Contribution Partnership Agreement

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What is a Capital Contribution Partnership Agreement?

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.

What sections should be included in a Capital Contribution Partnership Agreement?

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

What sections are optional to include in a Capital Contribution Partnership Agreement?

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

What schedules should be included in a Capital Contribution Partnership Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Cost

Free to use
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

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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