The Act for the Modernization of Partnership Law (MoPeG) comes into force on January 1, 2024. This brings changes for the GbR, the OHG, and the KG.
In company law, significant changes are scheduled for 2024 that will affect the civil-law partnership (GbR) and partnerships in the form of a General Partnership (OHG) and Limited Partnership (KG). Although the law for the modernization of partnership law does not come into force until January 1, 2024, affected companies should prepare for the changes early and adjust or supplement contracts if necessary, says attorney Michael Rainer, contact person for company law at the commercial law firm MTR Legal Rechtsanwälte.
Key changes concern the civil-law partnership, which is to gain legal capacity from 2024 and can participate in legal transactions. However, there is no obligation to do so. In addition to the legally capable GbR, there will still be the non-legally capable GbR, which serves the partners to establish their legal relationships among themselves, does not participate in legal transactions, and does not have its own assets.
If the GbR is to participate in legal transactions in the future, registration in a yet-to-be-created partnership register at the respective competent district court is required. If the registration is made, the company receives the addition registered civil-law partnership (eGbR). It is at the discretion of the partners to register the GbR in the register. Registration can be sensible, however, as it is a prerequisite if the GbR, for example, is a partner of a GmbH or wishes to hold registered shares. Registration is also necessary for GbR rights in land and registered ships.
By registering in the register, the GbR can also be converted. It can merge with another company or be converted into another legal form. In addition, it can choose an administrative seat in addition to its company seat – also abroad. This opens up opportunities to operate more intensively within the EU.
From January 1, 2024, members of liberal professions should also be able to form a partnership such as an OHG or KG, provided this is legally permissible.
GbRs, OHGs, and KGs should timely engage with the new possibilities and adjust existing partnership agreements if necessary. Lawyers experienced in company law provide advice at MTR Legal Rechtsanwälte.
