Glossary · Legal forms

Legal entity (juristische Person)

Also: juristische Person, legal person, body corporate

In short

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.

Legal entity (juristische Person) explained

Its counterpart is the natural person, i.e. the human being. A legal entity acts through its bodies, in a GmbH through the managing directors, and is liable with its own assets, separate from the assets of its shareholders or members. The GbR, OHG and KG are not legal entities: they have legal capacity, but the BGB lists them separately as partnerships with legal capacity (Sec. 14 BGB). There, the partners are also personally liable (Sec. 721 BGB, Sec. 126 HGB), the limited partner up to their liability amount. An association acquires legal capacity on registration (Sec. 21 BGB), and a foundation is a legal entity without members (Sec. 80 (1) BGB).

Legal basisSec. 13 (1) GmbHG, Sec. 1 (1) AktG, Sec. 14, 21, 80 BGB

More in our guideWhat is a GmbH? Meaning and key features explained simplyGmbH stands for Gesellschaft mit beschränkter Haftung, a German limited liability company. It is a corporation and a legal entity in its own right, formed by one or more persons with at least €25,000 in share capital, of which at least €12,500 must be paid in before registration (Sec. 5 and 7 GmbHG). Once the GmbH is entered in the commercial register, only the company's assets are in principle liable for its debts (Sec. 13 (2) GmbHG).Read the guide

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Related terms

Foundation (Stiftung)A foundation is a legal entity without members, endowed with assets in order to fulfil a purpose set by the founder permanently and sustainably. It comes into existence through the act of establishment and recognition by the competent state authority.GbR (civil law partnership)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.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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