Germany - Modernization of the law on partnerships adopted

Mar 24, 2021 Benn-Ibler Rechtsanwälte

The German Federal Cabinet recently approved a submitted bill for a modernized partnership law.

The impetus for the bill was that parts of the law on partnerships no longer meet today's practical needs. These include, in particular, the regulations on the partnership under civil law (Gesellschaft bürgerlichen Rechts, GbR) and on the law on defective resolutions. At present - as in Austria - there is no model of contestation for partnerships similar to that for corporations, according to which resolutions must generally be contested within a certain period of time.

The bill contains the following points:

• The legal capacity of the GbR, already recognized by case law, is consistently implemented in the German Civil Code (Bürgerliches Gesetzbuch, BGB).
• In future, the GbR can be entered in a public company register. This entry is necessary if the company wishes to acquire a registered right, such as a plot of land.
• For partnerships, a law on defective resolutions shall be standardized, according to which defective shareholders' resolutions are no longer automatically null and void, but can be challenged with an action limited in time.
• In future, freelancers will also be able to join together as a commercial partnership (e.g. GmbH & Co KG).

The law on defective resolutions for partnerships is to be based on stock company law. The corresponding regulations will be anchored in the Commercial Code (Handelsgesetzbuch) and can also be waived by the partners if necessary. However, these regulations will only apply to GbRs if the partners agree to this in the partnership agreement.

Regierungsentwurf eines Gesetzes zur Modernisierung des Personengesellschaftsrechts (Personengesellschaftsrechtsmodernisierungsgesetz – MoPeG)