Formation of other companies and eGbR

You are welcome to use our forms or contact us:

Company register (GbR)

The registration and recording of companies of all kinds is one of the core tasks of the notary. A company register for civil law companies was added on January 1, 2024.

Foundation of eGbR

A civil-law partnership whose partners all agree can be voluntarily entered in the company register of the court that has jurisdiction over its registered office.

A de facto obligation to register exists for companies that wish to acquire or sell rights that are themselves listed in a register. This is the case in particular with real estate or shares in registered companies. For land, this means that an entry is required for all disposals of a registered right (§ 47 Para. 2 GBO). Land charges, easements, usufructuary rights, reservations, objections, etc. are therefore also included.

The registration decision is a fundamental decision that must be supported by all shareholders.

A reference to the commercial law provisions on the registration of partnerships indicates that the registration must be submitted by all partners in a publicly certified form (Section 707b No. 2 BGB in conjunction with Section 12 (1) HGB).

When registering a GbR in the company register, § 707 para. 2 BGB must contain the following information:

1. Information on the company:
   • a) the name,
   • b) the registered office and
   • c) the address, in a Member State of the European Union;
2. Details of each shareholder:
   • a) if the shareholder is a natural person: their surname, first names, date of birth and place of residence;
   • b) if the shareholder is a legal entity or partnership with legal capacity: its company name or names, legal form, registered office and, where provided for by law, the competent register and register number;
3. Power of representation of the shareholders;
4. the assurance that the company is not already entered in the commercial or partnership register.

Upon registration, the company is obliged to use the designations “eingetragene Gesellschaft bürgerlichen Rechts” or “eGbR” as an addition to its name. If no natural person is liable as a shareholder in a registered company, the name must contain a designation that identifies the limitation of liability; §707a para. 2 BGB.

The law does not specify the exact wording of the addition, but the explanatory memorandum to the law contains a reference to the comparable provision in § 19 para. 2 HGB. If the eGbR consists of GmbHs, an addition such as “GmbH & Co.” eGbR would probably not be objectionable. The addition “eGbRmbH”, on the other hand, is considered inadmissible due to its potential to mislead.

Once the company has been registered, it can only be dissolved in order to be removed from the register. It can therefore not be deleted with the intention of continuing outside the register (Section 707a (4) BGB). There is also an obligation to report changes to certain facts (§ 707 para. 3, § 734 para. 3, § 736c para. 1, § 738). These are, for example, changes to the name, registered office, address or power of representation; also the withdrawal of a shareholder and the entry of a new shareholder as well as liquidation or continuation.

Foundation of the association:

When founding an association, please coordinate with the tax office in advance

For the formation of partnerships such as OHG, limited partnerships (KG), partnerships or the entry of merchants in the commercial register, a signature certification of the commercial register application (usually from all partners) is sufficient, which we will be happy to draft for you. We also support you in drawing up articles of association.

In some cases, the partnership agreement must also be notarized, especially if it is aimed at the acquisition of a property.

We also support you in the formation of family companies.