Glossary · Legal forms

GmbH & Co. KG

Also: GmbH und Co. KG, limited partnership with a GmbH as general partner

In short

The GmbH & Co. KG is a limited partnership whose personally liable partner (general partner) is a GmbH. As a result, no natural person is ultimately liable without limit with their private assets, as long as the limited partners have paid their contributions.

GmbH & Co. KG explained

The structure consists of two companies. The GmbH manages the KG's business through its managing director; the limited partners contribute capital, bear the economic result and are excluded from management (Sec. 164 HGB). For tax purposes, the KG is a partnership with a trade tax allowance of €24,500, and the limited partners pay tax on the profits personally. The general partner GmbH needs €25,000 share capital. The price for this is two sets of articles, two sets of accounts and two annual financial statements that must be published (Sec. 264a HGB). The form is often used in family businesses and for real estate.

Legal basisSec. 161, 164, 171, 172, 19 (2), 264a HGB

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Form a GmbH & Co. KG

€519net plus VAT, notary and court fees, IHK and trade registration costs

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Related terms

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.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.UG (haftungsbeschränkt)The UG (haftungsbeschränkt) is not a separate legal form, but a GmbH with less than €25,000 share capital, mathematically from €1, which must be paid in full in cash before the application. In return, it must put a quarter of its annual net profit into a reserve every year.General partner (Komplementär)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.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.

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