Glossary · Legal forms

MoPeG

Also: Gesetz zur Modernisierung des Personengesellschaftsrechts, partnership law reform

In short

The 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.

MoPeG explained

The most important changes: the GbR's assets belong to the partnership itself (Sec. 713 BGB). If a partner dies or gives notice, they usually leave and the partnership continues instead of being dissolved (Sec. 723 BGB). Profit, loss and voting power are primarily based on the agreed shareholding ratios (Sec. 709 (3) BGB). A GbR can now only acquire real estate and GmbH shares as an eGbR. The OHG and KG are open to liberal professions where their professional rules allow it (Sec. 107 (1) HGB). Anyone with a partnership agreement from before 2024 should have it reviewed against the new rules.

Legal basisAct on the Modernisation of Partnership Law of 10 August 2021 (Federal Law Gazette I p. 3436); Art. 229 Sec. 61 EGBGB

More in our guideMoPeG: what the reform of German partnership law has changedThe MoPeG, the German Act on the Modernisation of Partnership Law, has applied to all partnerships since 1 January 2024, including existing ones. Since then, the GbR (civil law partnership) has expressly had legal capacity and can be entered in the new partnership register (eGbR). If a partner leaves, for example through death or termination, the partnership as a rule continues instead of being dissolved.Read the guide

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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

eGbRThe eGbR is a GbR that is entered in the partnership register at the local court and carries the suffix "eGbR". Registration has been possible since 1 January 2024 and is voluntary, but it is a prerequisite for acquiring real estate or GmbH shares.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.Liberal professions (Freiberufler)Members of the liberal professions independently practise a liberal profession, for example as a doctor, lawyer, engineer or journalist, or in a scientific, artistic or teaching capacity. They do not register a trade and do not pay trade tax, as long as they do not work through a GmbH or UG.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.

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