Draft legislation designed to modernize partnership law in Germany has formally passed into law. The amendments include changes to how defective partners’ resolutions are dealt with.
These substantial revisions to German company law will come into effect when the Act to Modernize the Law on Partnerships – in German, the Personengesellschaftsrechtsmodernisierungsgesetz (or MoPeG, for short) – comes into force on January 1, 2024, without a transitional period. Partnerships, whether in the form of a GbR, an OHG, a KG, or a GmbH & Co. KG, ought to get acquainted with the changes as soon possible, urges commercial law firm MTR Legal Rechtsanwälte. Michael Rainer, managing partner at MTR Legal, is the firm’s point of contact for all things related to company law.
One major change introduced by MoPeG concerns the introduction of regulations concerning the assertion of defective resolutions in partnerships. Until now, company law has stipulated that defective resolutions in partnerships are automatically null and void. This will now change. Going forward, it will be possible to contest a resolution within three months, as in the case of stock corporations. A defect will only automatically lead to the nullity of the resolution in exceptional cases. A lawyer specializing in company law should be consulted when contesting resolutions.
Crucially, the new law on defective resolutions only affects commercial partnerships and not GbRs, i.e., defective GbR resolutions will still be automatically null and void. That being said, GbRs will have the option of being able to opt into the new law, which would entail having to amend the existing partnership agreement accordingly. It is important to note that all of this only applies to resolutions from January 1, 2024, until which time the “old” law on defective resolutions still applies.
The approval of all shareholders will still be required for shareholder resolutions, but it can also be agreed in the partnership deed that a majority resolution is sufficient. A lawyer specializing in company law can explore this further.
Other changes mainly affect GbRs. When MoPeG comes into force, it will be possible for a GbR to obtain legal capacity. However, GbRs with no legal capacity will also continue to exist. A company lawyer can highlight the pros and cons.
Additionally, members of the liberal professions will have the option of forming a partnership such as an OHG or a KG, provided this is permitted under the rules governing the respective profession.
MTR Legal Rechtsanwälte can provide counsel on many aspects of company law, including MoPeG.
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