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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.

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