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Ohg German Legal Form

All shareholders of an OHG are directly responsible, unlimited and personal for the company`s business assets as well as its private assets. If one of the partners defaults, the other shareholders must assume their debts. If you are training an OHG, you should consider this potential risk of liability. The establishment of a GmbH offers better protection to your personal assets. If a partner wants to limit its liability, a KG could be a more appropriate legal form. An OHG must also be composed of at least two partners, who may be natural or legal persons. The foundation is also the result of the conclusion of a partnership agreement, but in addition registration in the commercial register is required. A partnership can be formed by at least two owners in order to jointly manage a commercial company. The remarkable character of this legal form is the unlimited liability of all owners – even with their private capital – for amounts due to other companies. This represents the strength of a company and has previously led to widespread use of this type of legal form. There are no legal regulations for the participation of a partnership. The establishment of a partnership (OHG) follows the same rules as a registered sole proprietor.

The suffix of the legal form can be either in full form or in a generally valid abbreviation (OHG). As a general rule, all owners are equally entitled to entrepreneurship and representation in their dealings with third parties. However, there may be a different provision in the partnership deed. The deed of partnership usually contains the profit and loss shares. The shares correspond to the respective shares of each holder in the assets of the company. In Germany (unlike Great Britain, for example), a GmbH with a minimum share capital of 25,000 euros is the predominant form of company for medium-sized companies. Therefore, the German form of small GmbH tends to be avoided compared to other forms of company. Therefore, we generally advise against founding such a company. Do you want to create a general partnership? No problem! The process of forming a partnership is quite simple: first, you need at least one other person to be able to form a partnership. Alternatively, you are already a co-founder of a civil partnership (GbR) and have decided to convert the incomplete company into a general partnership.

Secondly, an informal partnership agreement is sufficient, provided that no real estate is contributed to the partnership. Please note that although the basic regulations of company forms are basically comparable, there are actually considerable differences due to the different civil and tax regulations in different countries, which is why this list is only intended as a rough overview. Find out everything you need to know about it here! In addition, you will find all German company and legal forms, as well as advice for setting up a company, including the special case Immobilien GmbH, Familienstiftung & Co. Since the single managing authority and the exclusive power of representation grant individual shareholders a great deal of freedom of decision, each member may at any time inquire personally about the company`s affairs, consult the trading books or draw up a balance sheet of the company`s securities. This ensures that none of the partners act behind the backs of the others and that differences of opinion are dealt with personally. The change of legal form to GmbH is in turn exempt from tax with regard to the identity of the legal entity, so that you remain exempt from real estate transfer tax and can continue to transfer your private assets to a company. You only have to wait until the five-year lock-up period expires, otherwise taxes will continue to be due under the Land Transfer Tax Act (GrEStG). If all goes well, you are still 100% owner and your co-founder can easily leave the GmbH. The GmbH is the most popular legal form in Germany. It is also the most preferred legal form for foreign investors when setting up a German company and also for foreign companies when setting up a subsidiary in Germany.

Here you will find all the legal forms that can be chosen as founders in Germany and a guide with checklist: The company forms described here differ mainly in that a GbR is a company consisting of at least two partners and is subject to the provisions of the German Civil Code (BGB), while the OHG is also registered in the commercial register and therefore as a commercial company not only under the law civil, but is also subject to the stricter commercial provisions of the German Commercial Code (HGB). This legal form stipulates that the owner, with his company and private capital, is fully responsible for all the responsibilities of the company. The dealer can sign a company name. This name will then be entered in the German commercial register. Since 1 July 1998, the rules for incorporating a company have been considerably simplified. The name of the company can be chosen from the name of one or more owners (family business), the purpose of the company, a fictitious name or a mixture of all. An enterprise only needs to meet the following criteria: the enterprise may have distinctiveness and a distinctive emblem (name function); in addition, the company name must not be misled under any circumstances (e.g. GbRmbH). The company name must contain the legal form of the respective company, e.g. a suffix for the legal form in its full form or in a generally applicable abbreviation. The sole proprietor uses the addition “eingetragener Kaufmann e.K., e.Kfm oder die feminine Form e.Kfr”. UG is broadly comparable to GmbH.

Further information can be found on the following page: Deutsche Aktiengesellschaft (GmbH) If you want to work in the field of contracts – i.e. employment income, fixed assets, rental and leasing or other income – an asset management company might be right for you. Here you can usually use the legal form of a GbR or fall back on regulated trading companies in the HGB such as the OHG or KG. Mixed forms such as GmbH & Co KG are also possible in principle, but involve other regulations and requirements. In the following, we explain the German company forms and their peculiarities with regard to civil and tax law. The rights of the partners guarantee your position in the general partnership despite the risk of joint and several liability: the individual economic authority only applies within a certain usual framework. The right of control means that you are informed of all matters. Deposits and withdrawals are settled fairly and you can also secure part of your capital contribution in case of losses. A GmbH must have at least one managing director. Only a natural person with unlimited legal capacity may be appointed Director-General. The foundation takes place by a statute, which is essentially free, that is, it can also take place orally. However, it is always recommended to enter into a written agreement to facilitate possible disagreements between individual shareholders on the exact details of the agreement.

Tax advantage of such a regime? The capitalizing partnership is not the same as the taxable object: each partner is taxed individually and all income taxes as well as taxes arising from the inheritance, sale or free transfer of shares must be reported individually by each partner for tax purposes. The general partnership – OHG for short – belongs to the so-called complete companies and, unlike incomplete companies, is not subject to the German Civil Code (BGB), but to the German Commercial Code (HGB). As a partnership, a partnership is a simple form of corporate law, as it can be founded informally and requires at least two founding members. The shareholders of a GbR (at least 2 persons) can be natural or legal persons as well as other companies with legal capacity (e.g. OHG, KG). The foundation results from the conclusion of a partnership agreement, which can take place informally. In order to avoid future disputes, it is strongly recommended to set a written contract to record concrete details.

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