The upcoming reform of the law on partnerships is a landmark development and is considered the most significant change in this area of law in recent years. In June 2021, the Personengesellschaftsrechtsmodernisierungsgesetz (MoPeG) was passed by lawmakers to modernize the legal structure of partnerships and adapt it to contemporary requirements. The reform will come into force on January 1, 2024, so that partnerships must have made the necessary changes by this date at the latest.
The reform of the law on partnerships includes a number of legal changes that will have a far-reaching impact on various aspects of partnerships. One important aspect is the recognition of the legal capacity of the civil law partnership (GbR). Since a ruling by the Federal Court of Justice (BGH) in 2001, it has been the case in case law that the GbR has legal capacity. Now this recognition is also being enshrined in law. This means that the GbR has rights and obligations as an independent legal entity.
In addition, the MoPeG provides for the introduction of a company register for the GbR, which is maintained by the local courts. However, there is no general obligation to be entered in the register. However, entry is necessary in certain cases, so that one speaks of a pre-entry obligation. This applies in particular to cases in which the GbR acquires rights to real estate or seeks to become a registered shareholder or partner in another company. Entry in the register brings the advantage of legal certainty, although the registered GbR is then also subject to the transparency register and must obtain information about its beneficial owners and forward it to the transparency register.
The reform of the law on partnerships also allows the GbR to be converted in accordance with the German Reorganization Act after registration. This gives the GbR the opportunity to participate in a split, merger or change of legal form. This reform opens up a wider scope for action and makes it possible to adapt the company to current needs and to react flexibly.
However, it is important to note that the reform does not only affect the GbR, but all partnerships. An important change is that the MoPeG opens up the partnership as a form of association for freelancers. This means that freelancers can also join together in a GmbH and Co. KG and limit their liability to the company's assets. However, tax aspects should also be considered. In addition, registration is subject to professional law, i.e. the respective professional law must allow registration in the new legal form.
In view of these extensive changes, action is needed for all partnerships. It is advisable to review the existing partnership agreements and, if necessary, adapt them to the new legal situation in order to comply with the new legal requirements. In the case of family-owned civil-law partnerships and similar associations, it is necessary to check whether a restructuring is desired because of the possible need for disclosure.
The statements represent initial information that was current for the law applicable in Germany at the time of initial publication. The legal situation may have changed since then. Furthermore, the information provided cannot replace individual advice on a specific matter. Please contact us for this purpose.