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Addendum To Partnership Deed

Addendum To Partnership Deed Template for Germany

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Key Requirements PROMPT example:

Addendum To Partnership Deed

I need an Addendum to Partnership Deed for our Berlin-based engineering consultancy to admit a new partner effective March 1, 2025, with a capital contribution of 鈧500,000, adjusting profit-sharing ratios among all five partners.

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Document background
The Addendum To Partnership Deed is a crucial document used when partners need to modify their existing partnership arrangement under German law. It becomes necessary when circumstances require changes to the original partnership agreement, such as admitting new partners, adjusting profit-sharing ratios, modifying management structures, or updating business objectives. The document must comply with the German Civil Code (BGB) and Commercial Code (HGB), particularly sections 705-740 of the BGB for civil law partnerships and sections 105-160 of the HGB for commercial partnerships. This addendum requires careful drafting to ensure all modifications are clearly stated while maintaining consistency with unchanged portions of the original deed. For commercial partnerships, changes typically need to be registered with the Handelsregister (Commercial Register), making precise documentation essential.
Suggested Sections

1. Parties: Identification of all current partners and the partnership entity

2. Background: Reference to the original Partnership Deed, its date, and registration details

3. Definitions: Key terms used in the addendum, including reference to definitions in the original deed

4. Reference to Original Deed: Specific citation of the original deed and any previous addenda

5. Purpose of Amendment: Clear statement of the reason for the addendum

6. Effective Date: Specification of when the amendments take effect

7. Amendments: Detailed description of specific changes to the original deed

8. Confirmation: Statement that all other terms of the original deed remain unchanged

9. Governing Law: Confirmation of German law application

10. Execution: Signature blocks for all partners

Optional Sections

1. Capital Contributions: Required when modifying partner capital contributions or profit/loss sharing ratios

2. Management Rights: Used when changing management structure or voting rights

3. Transfer Provisions: Included when modifying rules about transfer of partnership interests

4. New Partner Admission: Required when adding new partners to the partnership

5. Partner Retirement: Used when documenting the retirement of existing partners

6. Business Scope: Included when modifying the partnership's business activities

7. Duration: Required when changing the partnership term

8. Dispute Re红杏直播: Used when modifying dispute re红杏直播 procedures

Suggested Schedules

1. Schedule of Amendments: Detailed list of specific clauses being amended with old and new text

2. Updated Capital Contributions: Current capital contributions and ownership percentages of all partners

3. New Partner Details: Background information and qualifications of any new partners

4. Consent Documents: Copies of partner re红杏直播s or third-party consents required for amendments

5. Updated Business Plan: If business scope is modified, detailed plans for new activities

6. Registration Forms: Required forms for commercial register updates (Handelsregister)

Authors

Alex Denne

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

alex.den.21@genieai.co
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