Glossary · Legal forms

GbR (civil law partnership)

Also: Gesellschaft bürgerlichen Rechts, BGB-Gesellschaft, civil law partnership, partnership under civil law

In short

A GbR comes into existence as soon as at least two persons contractually undertake to pursue a common purpose, without a notary, register or minimum capital. All partners are personally liable for its debts, without limit and jointly and severally.

GbR (civil law partnership) explained

The GbR is the basic form of partnership. Since the MoPeG, it has legal capacity if it participates in legal transactions according to the common will of the partners (Sec. 705 (2) BGB), but it is not a legal entity. The agreement generally requires no particular form, but a written agreement is strongly recommended. Without provisions, all partners manage the business jointly. Profit, loss and voting power are based on the agreed shareholding ratios, then on the value of the contributions, and lastly in equal parts (Sec. 709 (3) BGB). If the business requires a commercial operation, the GbR automatically becomes an OHG.

Legal basisSec. 705 to 740c BGB, in particular Sec. 705, 709, 721 BGB

Matching service

Form a GbR

from €259net plus VAT, IHK and trade registration costs, for the eGbR plus notary and register fees

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Related terms

Legal entity (juristische Person)A legal entity is an organisation with its own legal personality that has rights and obligations itself, concludes contracts, and can sue and be sued. Examples are the GmbH, UG, AG, registered association and foundation with legal capacity.MoPeGThe MoPeG, the Act on the Modernisation of Partnership Law, has applied to all partnerships since 1 January 2024, including existing ones. It expressly recognised the GbR as having legal capacity and introduced the partnership register for the eGbR.OHG (general partnership)The OHG is a commercial partnership whose purpose is to operate a commercial business under a joint company name, and all of whose partners are personally liable without limit. It needs no minimum capital and is entered in division A of the commercial register.Partnership (Personengesellschaft)In a partnership, at least two partners join together, and the partnership depends on their personal involvement; examples are the GbR, OHG, KG and PartG. There is no minimum capital, but at least one partner is liable without limit.Asset management GmbH (vermögensverwaltende GmbH)An asset management GmbH manages its own assets, such as real estate, securities or shareholdings, instead of running an operating business. It is often used as a holding company or to invest accumulated profits.Corporation (Kapitalgesellschaft)In a corporation, the capital contributed is what matters, not the person of the shareholders; examples are the GmbH, UG and AG. It is a legal entity and in principle is only liable with the company's assets.

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