Are you a foreign citizen or a local, planning to start a Limited Partnership in Germany? If you have no clue where to begin, read this guide that follows the complete steps on how to register.
There are three types of Limited partnerships in Germany, with their mode of operation including:
Limited partnership (KG)
The Kommanditgesellschaft (KG) is a partnership that is incorporated by two or more persons. This form of business allows the managing partner to oversee and manage the business, while the financial partner regarded as a silent partner, does not take part in the management of the business but contributes the capital. The managing liability is unlimited for the debt while the financial partner’s liability is limited to the amount of his or her capital contributed. The German Trade Register is responsible for authorizing the registration, and the duration is 2 – 3 working days. The registration fee is EUR 495.00.
Features
- Not a legal entity
- Has full liability for managing partners
- The financial (silent) partners have limited liability
- There is no minimum capital
- The type of capital contribution includes cash contribution, goods, or labor
Conditions for registration
The required conditions are:
Managing Partner
The minimum is one and the maximum is unlimited, must be a natural and legal person and of any residence
Financial (silent) partner
The minimum is also one and the maximum is unlimited, must be a natural and legal person and of any residence
Location
The registered office must be located in Germany
Limited partnership (GmbH & Co. KG)
The GmbH & Co. KG is a partnership that includes the general partner as a limited liability company. The GmbH is responsible and liable for all the GmbH & Co. KG debts and liabilities. The liability of the partners is limited to their share of the partnership capital. The registration fee is EUR 995.00 at the German Trade Register, and the duration is 2-3 working days.
Features
- It is not a legal entity
- The company is limited liability for both general partners and limited (silent) partners
- No minimum capital
- The capital contribution from each partner of the company can include only the following: cash contribution, skills, goods, and assets
Conditions for registration
The required conditions are:
General partners
The minimum of general partners is one and the maximum is unlimited, which must be natural and legal persons and of any residence and nationality
Limited (silent) partner
The minimum is one and the maximum is unlimited, must be a natural and legal person of any residence and nationality
Office location
The registered office of the company must be registered in Germany
Partnership limited by shares
This is referred to as Kommanditgesellschaft auf Aktien (KGaA) and it is a combined structure of a stock corporation (AG) and Limited Partnership (KGaA). This type of company is described as a stock corporation that has individual liable shareholders (general partners) instead of a management board.
The German Trade Register is responsible for authorizing the registration of the Limited Partnership (KGaA) company, which is subject to the deed executed by a German notary. The term of registration is 2 – 3 working days and the registration fee is EUR 995.00.
Features
- This is a legal entity
- The liability of the company is limited to the share capital
- The minimum share capital to set up a limited partnership is EUR 50,000
- The capital contribution from each partner of the company can include only the following: cash contribution, skills, goods, and assets.
Conditions for registration
The required conditions are:
General partners
The partners must be at least two and the maximum is unlimited, they must be a natural or legal person of any country and residence,
Office address
The company’s registered address must be in Germany.
Requirement for registration
- A passport or European ID Card for all people associated with the company’s registration
- Proof of residential address for all associated natural persons, not older than 3 months
- A 3-month-old German Trade Register extract of all linked legal persons
- A document that authorizes the use of the registered office address. It may be:
- a copy of the rental agreement
- authorization letter from the owner
- certificate on property
- A partnership agreement (optional)
