The Act to Modernize Partnership Law (MoPeG) will take effect on January 1, 2024, bringing changes for the GbR, the OHG, and the KG.
Significant changes in company law are expected in 2024, affecting civil law partnerships (GbR) and partnerships in the form of a general partnership (OHG) and a limited partnership (KG). Although the Act to Modernize Partnership Law will not take effect until January 1, 2024, the affected companies should familiarize themselves with the changes early and adjust or supplement contracts if necessary, says attorney Michael Rainer, point of contact for company law at the business law firm MTR Legal.
Key changes involve the civil law partnership, which is to gain legal capacity from 2024 and be able to participate in legal transactions. However, there is no obligation to do so. In addition to the legally capable GbR, the non-legal entity GbR will remain, which serves to equip partners with their internal legal relationships, does not participate in legal transactions, and does not possess its own assets.
If the GbR is to participate in legal transactions in the future, registration in a yet-to-be-established company register at the respective competent district court is necessary. If registration is carried out, the company receives the addition of registered civil law partnership (eGbR). It is at the discretion of the partners to register the GbR in the register. Registration can be beneficial, as it is a prerequisite if the GbR, for example, is a shareholder of a GmbH or wishes to hold registered shares. Registration is also required for the GbR’s rights to real estate and registered ships.
By registering in the register, the GbR also becomes capable of transforming. It can merge with another company or be transformed into another legal form. Additionally, it can choose an administrative office in addition to its company seat – even abroad. This opens up opportunities to operate more extensively within the EU.
From January 1, 2024, members of the liberal professions should also be able to establish a partnership such as an OHG or KG, provided this is professionally permissible.
GbRs, OHGs, and KGs should familiarize themselves with the new opportunities in a timely manner and adjust existing partnership agreements if necessary. Lawyers experienced in company law provide advice at MTR Legal.
