Definition: What is a partnership?
A partnership is a formal association of several persons for the purpose of operating a jointly managed business.
Different forms of partnership
If at least two legal entities join together for a defined common purpose, a partnership is formed. Partnerships can be bearers of rights and obligations. There are various forms of partnership.
Partnerships must be registered with the commercial register, the trade office and the tax office. With a few exceptions, partnerships are also subject to registration with the Chamber of Industry and Commerce and the Chamber of Trade.
Civil law partnership (GbR)
A civil law partnership (GbR) comes into being when at least two legal entities join together to pursue a common economic goal by means of a partnership agreement.
There are various forms of civil law partnerships. In addition to tradespeople, freelancers can also join together in a partnership, doctors in a joint practice and building contractors in joint ventures.
General partnership (oHG)
The general partnership (oHG) is suitable for several legal entities that wish to join forces for a commercial enterprise. The oHG is based on the German Civil Code and is tailored to the needs of commercial enterprises. According to the German Commercial Code (HGB), the oHG acts as a merchant. All partners of an oHG are personally liable for the oHG’s debts with all their business and private assets.
The formation of a general partnership requires a partnership agreement.
Limited partnership (KG)
A limited partnership may be formed provided that at least one fully liable partner and at least one limited partner join together for the purpose of operating a commercial business. The fully liable partner(s) is/are liable for the liabilities of the limited partnership with his/her/their entire assets; the limited partner(s) is/are liable with his/her/their capital contribution.
The fully liable partner(s) is/are called general partner(s), the limited partner(s) is/are limited partner(s).
The formation of a limited partnership requires a partnership agreement.
Limited partnerships make it possible for limited partners to provide equity capital easily and inexpensively without having to involve them in the management of the business. Accordingly, the limited partners’ possibilities to control and influence the company are small.
Freelancers can join together in partnership companies under the Partnership Company Act (PartGG). Partner companies, like freelancers, may not engage in commercial business. Commercial partnerships would be suitable for this. Pure capital participation in partner companies is not permitted.
Partner companies must be entered in the partnership register. Their name must contain at least the name of one partner and a reference to the partner company form. A minimum equity capitalisation is not required for partnership companies – unlike for corporations.
Partnerships are usually managed jointly by all partners, unless the partnership agreement expressly provides otherwise. All partners are jointly and personally liable for the partnership’s obligations.
If no persons outside the profession are involved in the partnership, the partnership is not liable to trade tax. It is not the partnership that is liable for income tax, but the partners personally.