Partnership Organized Under the Law of Civil Code (GbR)
Similar to an open trading company (oHG), the shareholders of a partnership organized under the law of civil code (GbR) are also principally liable for the liabilities of the company, with their private assets. The founding of a civil law company (GbR) is therefore particularly suitable in the area of private asset management. For example, if the parents and children or unmarried couples want to jointly acquire property, the partnership organized under the law of civil code (GbR) is a suitable institute, to regulate who is to manage the property, under which conditions the property can be sold, how it can be inherited and which compensation is to be paid, if a co-owner wants to leave the collective. As notaries, we can advise you on all of these questions. Furthermore, the establishment of a partnership organized under the law of civil code (GbR) comes into consideration for the merger of freelancers (doctors, etc.).
In principle, the formation of a GbR and the adoption of the partnership agreement do not require notarisation; however, if real estate is to be acquired through a GbR, the partnership agreement may, under certain circumstances, require notarisation.
A GbR may optionally be entered in the Register of Partnerships, in which case ist bears the suffix ‘eGbR’. Please note, however, that since 1 January 2024, entry in the Register of Partnerships has been mandatory if the GbR is to be eligible for entry in the Land Register – that is, if it is to be registered as the owner in the Land Register or if other rights are to be established for it in the Land Register, such as registration as the creditor of a mortgage. The same applies if, for example, the GbR is to be entered in the Commercial Register as a partner in another company. In this case, the notary will prepare the application for entry in the Register of Partnerships required for registration on your behalf.
In the case of existing companies that were entered in the Land Register before 1 January 2024 as owners or holders of other rights, or in the Commercial Register as shareholders, it is mandatory to make a retrospective entry in the Register of Companies, followed by a corresponding correction to the Land Register or the Commercial Register to reflect the new name of the eGbR. Without this correction, a land register or commercial register block will apply, i.e. entries in the land register or commercial register. In particular, a plot of land owned by a pre-existing GbR can only be sold once it has been entered in the Register of Partnerships and the land register has been amended. The notary will also prepare for you the declarations required for subsequent entry in the Register of Partnerships and for the amendment of the land register or the Commercial Register.