Glossary · Legal forms

UG & Co. KG

Also: UG (haftungsbeschränkt) & Co. KG

In short

The UG & Co. KG is a limited partnership whose personally liable partner is a UG (haftungsbeschränkt). It works like the GmbH & Co. KG, but needs less start-up capital for the general partner.

UG & Co. KG explained

The UG manages the KG's business and is liable with its assets, while the limited partners are liable up to their liability amount. For tax purposes, the KG is a partnership with a trade tax allowance, and the limited partners pay tax on the profits. The price for the lower capital: the UG suffix appears in the general partner's name, and the UG must save a quarter of its annual net profit as a reserve. As with the GmbH & Co. KG, there are two companies with two sets of accounts and two annual financial statements that must be published (Sec. 264a HGB). At Recht 24/7, you form both companies in one order.

Legal basisSec. 161, 19 (2), 264a HGB; Sec. 5a GmbHG

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Form a UG & Co. KG

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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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