Template Civil law partnership (GbR) agreement (German/English)
Many founders are not aware that they have already formed a civil law partnership (GbR) prior. A GbR does not require a formal formation act like a notary appointment or signing a partnership contract. In contrast, a GbR is formed automatically according to the law whenever several people join for a common purpose. This purpose does not have to be commercial. In many cases a GbR is formed prior to founding a GmbH or a UG. This is particularly critical if assets like software have already been created. In these cases, even if afterwards a GmbH was formed, legal disputes can arise between the founders regarding IP and share distribution. This can be an early death sentence to the business.
Therefore, it would be best to form a GmbH or a UG early on before conducting any business activity or creating any IP. If this is impossible, e.g. because a GmbH or UG would prevent you from attaining an Exist scholarship, as soon as possible a GbR partnership agreement should be entered. This way, you can settle the share split between the founders, their respective contributions and terms on leaving the partnership. Aside from establishing these legally essential clauses, you will gain clarity on your common endeavour, which will prevent future disputes or at least help settle those much easier.
You need to adapt several yellow markings in the template. Also, please read the comments carefully.
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