Glossary · Governance and representation

Limited partner (Kommanditist)

Also: Kommanditist, Kommanditistin, Teilhafter

In short

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.

Limited partner (Kommanditist) explained

The limited partner is excluded from management (Sec. 164 HGB), but has rights of control (Sec. 166 HGB) and must consent to extraordinary transactions. They share in the profit according to the partnership agreement. The HGB knows three traps: if the KG starts operating with their consent before registration, they are liable for these debts like a general partner, unless the creditor knew of their position (Sec. 176 (1) HGB). If their contribution is repaid, the liability revives (Sec. 172 (4) HGB). And a contribution made in shares of the general partner GmbH is deemed not to have been made as far as creditors are concerned (Sec. 172 (5) HGB).

Legal basisSec. 161, 164, 166, 171, 172, 176 HGB

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Related terms

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.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.Commercial power of attorney (Handlungsvollmacht)The commercial power of attorney authorises the transactions and legal acts that a commercial business, or certain transactions within it, usually involve. It is narrower than Prokura and is not entered in the commercial register.Exemption from Sec. 181 BGBThe exemption from Sec. 181 BGB allows a managing director to conclude contracts on behalf of the company with themselves or with a third party they also represent. Without this permission, such self-dealing transactions are generally not allowed.

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