BGB Gesellschaft GbR / Partnership under Civil Law
The BGB Gesellschaft or Partnership under Civil Law is the simplest form of a partnership. The GbR is an association of individuals consisting of at least two shareholders and having a common purpose. If not otherwise determined in the articles of association, the management of the business is carried out mutually by all partners. According to constant jurisdiction of the BGH, it has both legal capacity and the capacity to sue and be sued.
For the BGB Gesellschaft, there are only a few mandatory legal requirements and it is up to the partners to outline the nature of the company by means of the articles of association. Thus the articles of association are not formal and many GbR provisions can be altered by mutual consent. The charm lies exactly in this flexibility, on the one hand, but on the other hand, there is also a risk involved in establishing a GbR because many opportunities also pose a number of risks. For this very reason it is important, even before it is set up, to place your company in the hands of lawyers who specialise in this area.
This applies even more in the light of the legal context, which specifies that, apart from the company's assets, the partners of a BGB company are personally liable for all the company liabilities with their personal assets. Even if there is the possibility of internal redress, a specific partner can be called upon in relationship to a third party by creditors of the company in the first instance. An experienced lawyer from our firm can also assist you with the important issue of liability.
Therefore, deciding whether the GbR company form is the right one for you calls for careful consideration and analysis of your personal requirements. One of our lawyers, who specialises in company law, will be happy to explain the risks and prospects of a GbR partnership and assess whether the GbR is the best type of company for your purposes.
We can assist you with establishing a GbR, the articles of association, change of partners and the dissolution of the company.