In short
The 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.
Key points
- The MoPeG dates from 10 August 2021 (Federal Law Gazette I p. 3436) and entered into force on 1 January 2024. It also applies to existing partnerships; only for dissolution and withdrawal could partners demand the old rules until 31 December 2024 (Art. 229 Sec. 61 EGBGB).
- The GbR has legal capacity if it participates in legal transactions (Sec. 705 (2) BGB). Its assets belong to the partnership itself (Sec. 713 BGB).
- The partnership register is new. A GbR can only acquire real estate and GmbH shares as an eGbR (Sec. 47 (2) GBO, Sec. 40 (1) GmbHG).
- Profit, loss and voting power are primarily based on the agreed shareholding ratios (Sec. 709 (3) BGB).
- The OHG and KG are open to liberal professions where their professional rules allow it, and have new rules on defective resolutions (Sec. 107 (1), Sec. 110 et seq. HGB).
Contents
What is the MoPeG?
MoPeG is the abbreviation for Personengesellschaftsrechtsmodernisierungsgesetz, in full "Act on the Modernisation of Partnership Law". Above all, it rewrote the law of the GbR in the German Civil Code (Sec. 705 to 740c BGB) and adapted the law of the OHG and KG in the Commercial Code (HGB). Consequential amendments followed in numerous other acts and regulations.
The reason for the reform: the rules on the GbR essentially dated from the time the BGB was created and had been developed further by the courts. Since a landmark decision of the Federal Court of Justice of 29 January 2001, a GbR acting externally had been considered to have legal capacity, without this being written in the law. The MoPeG puts this development into statute and adds a register.
April 2020
draft by the expert commission ("Mauracher draft")
22 January 2021
government bill (Bundesrat printed paper 59/21)
24 June 2021
2nd and 3rd reading in the Bundestag, entry into force postponed by one year on the recommendation of the legal affairs committee
25 June 2021
Bundesrat (second passage)
10 August 2021
act signed
17 August 2021
promulgated in Federal Law Gazette I p. 3436
1 January 2024
entry into force
Who does the MoPeG apply to?
The MoPeG applies to all partnerships:
- civil law partnership (GbR), registered or not
- general partnership (OHG)
- limited partnership (KG), including the GmbH & Co. KG
- professional partnership (PartG), insofar as the Partnership Companies Act refers to the BGB and HGB (Sec. 1 (4) and 7 PartGG)
It also applies to partnerships formed before 2024. There was one exception for dissolution and withdrawal: until 31 December 2024, a partner could demand in writing that the old rules on dissolution and withdrawal continue to apply (Art. 229 Sec. 61 EGBGB). This deadline has expired.
Communities of heirs are not affected. They are not partnerships but a separate community under inheritance law, which tax law also treats separately from the GbR (Sec. 14a (3) AO).
The most important changes at a glance
| Topic | Until 31 Dec 2023 | Since 1 Jan 2024 | Provision |
|---|---|---|---|
| Legal capacity of the GbR | recognised by the courts, not in statute | regulated by statute: GbR with and without legal capacity | Sec. 705 (2) BGB |
| Register | none for the GbR | partnership register, suffix "eGbR" | Sec. 707 et seq. BGB |
| Assets | joint assets of the partners | assets of the partnership | Sec. 713 BGB |
| Liability | personal, derived from case law | personal, joint and several, expressly in statute, also for old debts on joining | Sec. 721 and 721a BGB |
| Management | joint | joint, emergency management regulated by statute | Sec. 715 and 715a BGB |
| Representation | followed the management rules | joint representation, restrictions have no effect on third parties | Sec. 720 BGB |
| Profit distribution | in case of doubt per capita | primarily by shareholding ratios | Sec. 709 (3) BGB |
| Voting power | in case of doubt per capita | primarily by shareholding ratios | Sec. 709 (3) BGB |
| Termination by a partner | dissolution of the GbR | withdrawal, partnership continues | Sec. 723 and 725 BGB |
| Death of a partner | dissolution of the GbR | withdrawal, heirs only with a succession clause | Sec. 723 (1) no. 1, Sec. 711 (2) BGB |
| Continuing liability of former partners | five years via the HGB | five years, regulated in the BGB | Sec. 728b BGB |
| Registered office | place of administration | an eGbR can choose a contractual seat in Germany | Sec. 706 BGB |
| Land register | GbR entered with all partners | only the eGbR | Sec. 47 (2) GBO |
| Liberal professions in OHG and KG | generally not possible | possible where professional rules allow | Sec. 107 (1) sentence 2 HGB |
| Defective resolutions in OHG and KG | declaratory action without a fixed deadline | action for annulment within three months | Sec. 110 to 113 HGB |
| Conversion | GbR not eligible for mergers, only possible as the target form in a change of legal form | the eGbR can merge and change its legal form | Sec. 3 (1) no. 1, Sec. 191 (1) no. 1 UmwG |
| Limited partner | liability up to the "contribution", meaning the amount entered in the commercial register | term "liability amount", only clarified in substance | Sec. 171 and 172 HGB |
Changes for the GbR
GbR with and without legal capacity
The law now distinguishes between two types (Sec. 705 (2) BGB). A GbR with legal capacity participates in legal transactions according to the will of the partners. If it runs a business under a common name, this is presumed (Sec. 705 (3) BGB). A GbR without legal capacity, often called an internal GbR, only governs the relationships between the partners and has no assets (Sec. 740 (1) BGB). What defines the GbR today is explained in our guide What is a GbR?.
Partnership assets instead of joint ownership
In the past, the assets belonged to the partners "jointly". Today, contributions, acquired rights and liabilities are assets of the partnership (Sec. 713 BGB). If a partner leaves, their share accrues to the remaining partners, in case of doubt in proportion to their shares (Sec. 712 (1) BGB).
Liability of the partners
What is new above all is that it is in the statute: all partners are personally liable as joint and several debtors (Sec. 721 BGB). Anyone who joins is also liable for old debts (Sec. 721a BGB). Anyone who leaves remains liable for five years (Sec. 728b BGB).
Management and representation
Without an agreement, all partners manage the business together (Sec. 715 (3) BGB) and represent the partnership together (Sec. 720 (1) BGB). New are the expressly regulated emergency management (Sec. 715a BGB) and the partner's action: if the responsible managing partner fails to act in breach of duty, any partner can sue a fellow partner for claims of the GbR themselves (Sec. 715b BGB). A restriction of the power of representation has no effect on third parties (Sec. 720 (3) BGB).
Profit distribution and voting rights by shareholding ratio
Previously, without an agreement: an equal share for everyone. Today, voting power and the share of profit and loss are based first on the agreed shareholding ratios, then on the agreed values of the contributions and only lastly per capita (Sec. 709 (3) BGB). Resolutions still require the consent of all partners if the contract does not provide for a majority (Sec. 714 BGB).
Withdrawal instead of dissolution: the continuation clause
Previously, the GbR was dissolved by the death or termination of a partner if the contract did not contain a continuation clause. Today, continuation is the statutory rule: death, termination, insolvency of the partner, termination by a private creditor and exclusion lead to withdrawal (Sec. 723 (1) BGB). If dissolution is wanted, the contract must provide for it. The departing partner receives appropriate compensation (Sec. 728 BGB). Heirs only take over if the contract contains a succession clause (Sec. 711 (2) BGB). For the GbR without legal capacity, death still ends the partnership (Sec. 740a (1) no. 3 BGB).
Registered office of the partnership
The registered office is the place where the business is actually conducted. A registered GbR can instead agree on a place in Germany as its contractual seat (Sec. 706 BGB).
Partnership register and eGbR in brief
The partnership register is kept at the local courts, similar to the commercial register. Entered are the name, registered office and address of the GbR, its partners and their power of representation (Sec. 707a (1), Sec. 707 (2) BGB). From registration, the GbR bears the suffix "eGbR" (Sec. 707a (2) BGB) and must report its beneficial owners to the transparency register (Sec. 20 (1) GwG).
There is no general obligation to register. In practice, registration is necessary if the GbR is to acquire a right in the land register (Sec. 47 (2) GBO) or be entered in the list of shareholders of a GmbH (Sec. 40 (1) GmbHG). If a GbR is already in the land register, it must register before any further entry there (Art. 229 Sec. 21 (1) EGBGB). Once registered, the eGbR is only deleted under the general rules, i.e. after dissolution and liquidation (Sec. 707a (4) BGB). Mandatory cases, procedure, costs and a decision tree can be found in our guide on the eGbR.
Inspecting the partnership register
Anyone can inspect the partnership register; the rules on inspecting the commercial register apply accordingly (Sec. 707b no. 2 BGB, Sec. 9 (1) HGB). Access is via the joint register portal of the federal states (handelsregister.de).
Changes for the OHG and KG
Opening for liberal professions: A partnership whose purpose is the joint practice of liberal professions can also be entered in the commercial register as an OHG or KG, insofar as the relevant professional rules allow it (Sec. 107 (1) sentence 2 HGB). This opens up, for example, the GmbH & Co. KG to liberal professions, as explained in our guide on the GmbH & Co. KG.
Rules on defective resolutions based on the annulment model: Defective resolutions in the OHG and KG must be challenged with an action for annulment (Sec. 110 (1) HGB). The deadline is three months from notification; the contract may not shorten it to less than one month (Sec. 112 (1) HGB). The regional court at the partnership's registered office has jurisdiction (Sec. 113 (1) HGB). The GbR can agree on this model in its partnership agreement.
Liability amount of the limited partner: The limited partner is liable to creditors up to their liability amount, insofar as the contribution has not been paid (Sec. 171 (1) HGB). What counts is the amount entered in the commercial register (Sec. 172 (1) HGB). There is no statutory minimum.
Conversion: The OHG, KG and eGbR can take part in mergers and changes of legal form (Sec. 3 (1) no. 1, Sec. 191 (1) no. 1 UmwG). By a change of legal form, however, a GbR can only become a corporation or a cooperative (Sec. 214 (1) UmwG). The switch between GbR and OHG is carried out as a change of status between the registers (Sec. 707c BGB, Sec. 107 (2) HGB).
Taxes: what has changed and what has not
Income tax and trade tax: The partnership remains transparent for tax purposes; profits are taxed at the level of the partners. The MoPeG has not changed this. What is new is that the eGbR, like the OHG and KG, can opt to be taxed as a corporation (Sec. 1a (1) KStG); the unregistered GbR cannot.
Real estate transfer tax: With the end of joint ownership, the reliefs in Sec. 5 and 6 GrEStG, which refer to "jointly owned assets", threatened to become meaningless. Partnerships with legal capacity are therefore still treated as joint ownership for real estate transfer tax purposes, and their assets as jointly owned assets (Sec. 24 GrEStG). This rule was originally limited until the end of 2026. With the act of 29 June 2026 (Federal Law Gazette 2026 I no. 197), the legislator lifted the time limit, so it continues to apply until further notice. Anyone contributing real estate to a GbR or transferring it out of one should clarify the tax side with a tax adviser beforehand.
What does the MoPeG mean for your existing GbR?
A contract from before 2024 remains valid. Where it is silent, however, the new law applies, often with results nobody expected. Two examples:
Family real estate GbR: Parents and two children have held an apartment building in a GbR since 2015; all four partners are entered in the land register. A land charge is to be registered for a renovation. This is only possible once the GbR is in the partnership register and then entered in the land register as an eGbR (Art. 229 Sec. 21 (1) EGBGB). To do so, all partners register the GbR with a notarially certified signature. If one child later wants to transfer their share, the others must consent (Sec. 711 (1) BGB), and real estate transfer tax should be checked in advance.
GbR of liberal professionals: Three architects have worked together in a GbR since 2019; the contract does not regulate withdrawal. One partner gives notice. Under the old law, the GbR would have been dissolved. Today, the partner leaves, the other two carry on and owe the departing partner appropriate compensation (Sec. 723 and 728 BGB). If necessary, the amount must be estimated (Sec. 728 (2) BGB), and a dispute is then almost inevitable.
Checkliste: Checklist for existing GbRs
- Find and read the partnership agreement. Is there a written contract at all?
- Profit distribution: Are shareholding ratios expressly regulated? Otherwise Sec. 709 (3) BGB applies.
- Voting rights: Is unanimity required or a majority, and how are votes counted?
- Withdrawal and compensation: Does the statutory continuation suit you? Is the compensation regulated in a calculable way?
- Death of a partner: Is there a succession clause for heirs?
- Management and representation: Who may act alone, and up to what amount?
- Real estate or shareholdings: Does the GbR hold land or GmbH shares? Then the eGbR is necessary before any change.
- Update documents: check bank, contractual partners and letterhead for name and representation.
If your contract no longer fits, it is best to have it redrafted. We do this via contract drafting at a fixed price. For a new formation, the partnership agreement is available via form a GbR from €259 net.
Statute and legislative history
- Act on the Modernisation of Partnership Law of 10 August 2021, Federal Law Gazette I p. 3436
- Government bill with explanatory memorandum: Bundestag printed paper 19/27635 of 17 March 2021
- Recommendation of the legal affairs committee: Bundestag printed paper 19/30942 of 22 June 2021
- Proceedings in the Bundestag's documentation and information system (DIP), proceedings number 272775
- Current version of Sec. 705 to 740c BGB on gesetze-im-internet.de
The explanatory memorandum can be found in printed paper 19/27635.
FAQ
What does the MoPeG change?
The GbR has legal capacity by statute, its own assets and can be entered in the partnership register. The death or termination of a partner leads to withdrawal instead of dissolution. The OHG and KG are opened to liberal professions and receive an annulment model for resolutions.
When did the MoPeG enter into force?
On 1 January 2024. It was passed in June 2021 and signed on 10 August 2021. During the legislative process, the Bundestag postponed the entry into force by one year to 1 January 2024.
What changes does the MoPeG bring for the GbR?
Legal capacity in statute, partnership assets instead of joint ownership, the partnership register, continuation instead of dissolution, profit distribution by shareholding ratios and prior registration for the land register and GmbH shares. Personal liability remains.
Does my GbR now have to register in the partnership register?
Only if it wants to acquire or change a right in the land register or be entered in the list of shareholders of a GmbH (Sec. 47 (2) GBO, Sec. 40 (1) GmbHG). There is no general obligation and no deadline.
What is the continuation clause under the MoPeG?
Before 2024, a GbR needed a continuation clause in its contract so that it would not be dissolved on the death or departure of a partner. Today, continuation is the statutory rule (Sec. 723 (1) BGB). Only those who want dissolution still need a clause.
What transitional rule applies to real estate transfer tax?
Partnerships with legal capacity are still treated as joint ownership for real estate transfer tax purposes (Sec. 24 GrEStG), so that the reliefs in Sec. 5 and 6 GrEStG remain applicable. The time limit originally set until the end of 2026 has been lifted since July 2026. Have transfers of real estate checked for tax purposes beforehand.
How high is the liability amount under the MoPeG?
The law does not set a fixed amount. The limited partner is liable up to the amount entered as the liability amount in the commercial register (Sec. 172 (1) HGB), and no further insofar as they have paid their contribution (Sec. 171 (1) HGB).
Do I have to adapt my partnership agreement after the MoPeG?
There is no obligation; the contract remains valid. Where it is silent, however, the new law applies. Have it reviewed in the individual case, especially regarding profit distribution, voting rights, withdrawal, compensation and succession.
Terms used in this guide
About the author
Dr. Georg Schröder, LL.M.
Dr. Georg Schröder is a lawyer and writes the guides of Recht 24/7. He explains legal questions so that you can follow them without legal training, and he reviews every guide before it is published.
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