The general partnership (in short also "oHG") under German law and the limited partnership (in short also "KG") are commercial partnerships, i.e. those that operate a commercial business. The relevant regulations are found in the German Commercial Code (HGB) and are based on the law of the BGB partnership. In contrast to the BGB partnership, the German commercial partnerships and their relationships must generally be registered in the commercial register, which creates a certain degree of transparency for legal transactions. For example, the commercial register shows who is authorized to represent the company, who - in the case of the limited partnership - is liable only to the limited liability amount, and what the object of the company is.
A wide range of problems can also arise in the case of German commercial partnerships. The reasons for disputes among the partners are manifold and range from the contributions to be made (e.g. in the form of duties to perform activities), withdrawal rights, the manner of management including transactions requiring consent, pre-emptive rights, co-sale rights and co-sale duties, exclusion for cause, to questions of the associated compensation and its calculation. Of course, the succession to the partnership position is of particular relevance, because German commercial partnerships often consist of a small circle of partners, who as a rule then also contribute their full working capacity. As a rule, however, a community of heirs or its members are not expected to succeed to the position of partner without further ado, especially since the succession under special law then leads to a splitting of the shareholdings and thus of the voting majorities. Since succession problems in companies always arise sooner or later - and often completely unforeseen - this topic is one of the focal points of 3QLaw's corporate law advice.
Another focus of 3QLaw is the conversion of German commercial partnerships into corporations and vice versa. The motives for this can vary, although tax reasons usually also play a significant role.
Insofar as the provisions on the oHG in §§ 105 et seq. HGB do not regulate otherwise, the regulations on the BGB partnership apply in addition. The law of the limited partnership is in turn based on the law of the oHG: insofar as the provisions of §§ 161 et seq. HGB do not contain any regulations, the regulations on the oHG apply in addition and - if these also do not contain any regulations - the regulations on the BGB partnership. In contrast to the German general partnership oHG, in which all partners have unlimited personal liability for the partnership's debts, as in the case of the BGB partnership, in the case of the limited partnership it is possible to participate in the partnership as a limited partner without having unlimited personal liability. Thus, the limited partner under German law is liable to the company's creditors only to the extent of the liability sum entered in the commercial register and only to the extent that this sum has not been paid or later repaid to the limited partner. In addition, the German limited partner may also be liable internally for any additional mandatory contribution agreed, but this is often agreed to be identical to the liability sum.