Glossary · Governance and representation

General partner (Komplementär)

Also: Komplementär, Komplementärin, persönlich haftender Gesellschafter, Vollhafter, personally liable partner

In short

The general partner is the partner in a KG who is personally liable without limit, and manages its business. A GmbH or UG can also be the general partner, as in the GmbH & Co. KG.

General partner (Komplementär) explained

Every KG needs at least one general partner (Sec. 161 (1) HGB). They are liable for the partnership's obligations personally and jointly and severally, like an OHG partner, and an agreement to the contrary has no effect on third parties (Sec. 126, 161 (2) HGB). In return, they manage the business and represent the KG externally, because the limited partners are excluded from this. If the general partner is a GmbH, it is liable without limit, but only with its own assets, and usually receives a liability fee for this. If no natural person is personally liable, the company name must indicate this, for example with "GmbH & Co. KG" (Sec. 19 (2) HGB).

Legal basisSec. 126, 161, 164, 19 (2) HGB

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Form a GmbH & Co. KG

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Related terms

Limited partner (Kommanditist)The limited partner is the partner with limited liability in a KG; they are only liable to creditors up to their liability amount entered in the commercial register. Once they have paid their contribution, their liability is excluded.Company name (Firma)In the legal sense, the "Firma" is the name under which a merchant conducts business and signs. It must be distinctive, must not be misleading and must contain the legal form suffix.GmbH (limited liability company)The GmbH is a corporation and legal entity formed by one or more persons with at least €25,000 share capital. As soon as it is entered in the commercial register, in principle only the company's assets are liable for its debts.KG (limited partnership)The KG is a commercial partnership with at least one partner with unlimited liability (general partner) and at least one limited partner whose liability is limited to a liability amount. It is entered in division A of the commercial register.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.

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