Germany: Part 1: Modernization of German Partnership Law

Aug 11, 2021 Benn-Ibler Rechtsanwälte

The long-awaited Act on the Modernization of Partnership Law (Personengesellschaftsmodernisierungsgesetz, (MoPeG) is now scheduled to come into force on 01.01.2024. The outdated provisions of partnership law will be adapted to current case law and the changed needs of modern business life.

The draft essentially intends to revise the current law of partnerships, general partnership (Offene Handelsgesellschaft, OHG) and limited partnership (Kommanditgesellschaft, KG), in conformity with the system.

The OHG and KG are to be opened up to professional workers (Angehörige Freier Berufe) and legal certainty is to be established with regard to disputes over defective resolutions in partnerships.

However, the focus of the reform is on the civil law partnership (Gesellschaft Bürgerlichen Rechts, GbR). The legislator intends to consolidate the law of the GbR and to remedy the publicity deficit. Particularly in the area of the GbR, both case law and contractual practice have departed greatly from the statutory regulations over the decades, so that there is an increased need for action in this area.

At the latest with the ruling of the Federal Supreme Court (Bundesgerichtshof, BGH) of 29 January 2001, in which the (external) GbR was granted legal capacity, the previous conception of the legislator was considered outdated.

The draft law now provides for three different variants of the GbR. According to the revised Sec. 705 German Civil Code (Bürgerliches Gesetzbuch, BGB) there shall be a) a legally capable and registered GbR, b) a legally capable and unregistered GbR and c) a GbR without legal capacity. This differentiation is intended to approximate the OHG and the KG.

(Drucksache 19/27635)