Legal form in brief: What is actually a GmbH and Co.KG?



Previous PartNext part



We are moved by the idea to make the world of work more human - without constant pressure for efficiency, stress and fear. As Publisher Best of HR - Berufebilder.de® with podcast, eLearning-on-demand offers and news service we share 15 years of experience with our customers (Samsung, Otto, state institutions). By the Top20 female blogger and consultant Simone Janson, referenced in ARD, ZEIT, Wikipedia .
Copyright: Artwork created as part of a free collaboration with Shutterstock. ,

The GmbH and Co.KG is a special manifestation of pure KG. This legal form is also one of the partnerships. Differently than with the KG functions as (exclusive) complementary and thus vollhaftender partner not a natural person, but rather a GmbH as a legal entity.

Legal form in brief: What is actually a GmbH and Co.KG? Legal form in brief: What is actually a GmbH and Co.KG?

Tip: Text as PDF or podcast (please read the instructions!) or to this text complete eCourse Download. Regular promotions or news per Newsletter!


More knowledge - Podcast, PDF download, eCourse or personal advice

Here writes for you: Simone Janson is a publisher, German Top20 blogger and HR communication consultant. Profile

The KG at a glance

Overview

Since the regulations of the pure KG apply in the essential points, only the differences are presented below.

Tip: Text as PDF or podcast (please read the instructions!) or to this text complete eCourse Download. Regular promotions or news per Newsletter!

  • Formation / formalities: If a GmbH and Co. KG is to be founded as a new company, the complementary GmbH must first be founded as an independent company (see there). Subsequently, the KG is founded under inclusion of the already existing general partner GmbH.
  • Liability: There are no changes to the pure KG. In this case, the general partner is also liable with all his assets, the limited partner only with his contractual tribal contribution. In this case, this means that the limited liability company as a general partner is only liable with its corporate assets, ie the shareholders of the GmbH do not bear a liability risk. Therefore the partners of the Komplementär-GmbH are very often also limited partners of the KG.
  • This constellation achieves a de facto exemption from liability - on the one hand limited to the company assets of the limited liability company and on the other hand to the contributed capital contribution as a limited partner.
  • Representation: In the case of GmbH and Co. KG, only the managing director of the general partner GmbH may act as authorized representative of the KG. The limited partner is also excluded in this case from the representation and the management.
  • Costs / Formalities: In addition to the start-up costs for the establishment of the KG, in the case of a new start-up, the capital charge for the founding of the Komplementär-GmbH and the costs associated with the formation of the GmbH (notary, commercial register) must be emphasized.
  • As regards the running costs, there is only the special feature that a formal annual financial statement must also be drawn up for the company, which results in additional costs.
  • Financing: For a financing bank it is rather disadvantageous if the general unlimited liability partner in the legal form of a GmbH firmiert. This restriction on liability also applies to any company loans granted by the company. For this reason, in such cases frequently the collateral of the partners of the GmbH is demanded by the bank in additional collateral (for example guarantees).

What is a limited partnership?

Overview

The Kommanditgesellschaft (KG) is a partnership with which at least one shareholder is unlimited and at least one shareholder is limited.

  • Formation / Formalities: At least two shareholders are required to form a limited partnership, one of them acting as general partner (so-called full-time employee) and one as limited partner (so-called partial partner). Only the limited partner is required to have a capital contribution, but for which there is no statutory minimum amount.
  • Company Agreement: These shareholders in turn form a corresponding company agreement, although no special form is required, ie the conclusion of the company agreement can be made in writing, verbally or through conclusive behavior. However, it is always recommended to use the written form. Unlike the GbR, the KG has to be entered into the Commercial Register (Section A).
  • Liability: For the liability of the partner, a distinction must be made between the general partner and the limited partner. The general partner, like a sole proprietor or a GbR shareholder, is directly and unrestrictedly liable for debts of the company. The situation is different with the limited partner. If he has made his contractual contribution, a personal liability claim is completely eliminated.
  • Representation / Management: The representation of the company to the outside, including the assumption of management, is exclusively reserved for the general partner (§ 164 sentence 1 HGB). However, by means of appropriate provisions in the company agreement, the conclusion of certain transactions may be subject to the prior consent of the limited partner.
  • Costs / Formalities: The running costs of this legal form relate mainly to the areas of bookkeeping and the preparation of annual financial statements. In contrast to the GbR, the costs are usually slightly higher, as the profit distribution is usually somewhat more complicated (for example: advance payments, capital account interest, activity remunerations). As a result of the mandatory registration of the company in the commercial register, there is the obligation to submit a copy of the annual accounts to the relevant commercial register.
  • Taxation: The KG is an independent taxation entity with regard to turnover and trade tax, ie the company itself owes these tax payments. The profit or loss, on the other hand, is directly subject to individual income tax at the shareholders, whereby the trade tax is pro rata pro rata to the income tax burden of the individual shareholders. In the event of a loss, it must also be noted that the limited partner can only take account of the pro rata losses for tax purposes (§ 15a EStG) up to the amount of his contractual contribution. Excess losses incurred can only be offset with profits in future years and not with other income (for example, from leasing or leasing or non-self-employment).
  • Financing: In the case of financing, the banks will always examine the economic situation of the general partner in detail, since the latter is liable with all its private assets. As a result, the creditworthiness of the company depends on its economic situation, in addition to the profitability and the possible collateral of the company.


More knowledge - Podcast, PDF download, eCourse or personal advice

Overview


Offline download: Download this text as PDF - Read usage rights, Because we do not automatically submit the title of this text for privacy reasons: When buying in "interests" the title register if support is needed. After buying text exclusively Download at this URL (please save).

3,35 Book now


Listen to Podcast & Download MP3: You can listen to this text for free, as member even without annoying popup, or download the MP3 for a fee - Read usage rights, After the purchase page refresh, then you will find the download link here. Because we do not automatically submit the title of this podcast for privacy reasons: When buying in "interests" the title register if support is needed.

3,35 Book now


Your eCourse on Demand: Choose your personal eCourse on this or another desired topic, As a PDF download. Up to 30 lessons with each 4 learning task + final lesson. Please enter the title under "interests". Alternatively, we are happy to put together your course for you or offer you a personal regular eMailCourse including supervision and certificate - all further information!

16,20 Book now


Consultant packages: You want to increase your reach or address applicants as an employer? For these and other topics we offer special Consultant packages (overview) - For example, a personal phone call (price is per hour).

149,99 Book now


occupations pictures

You want to comment here? Please the Debate Rules comply, contributions must be unlocked. Your eMailAddress remains secret. More information on the use of your data and how you can counter this can be found in our Privacy Policy.

  1. To follow debate on this post
  2. All debates follow
  3. Debates per eMail subscribe (add link here!)

Post a Comment

Your email address will not be published. Required fields are marked with * .

JaI would like to be regularly informed about the latest promotions & offers Newsletter be informed.

I hereby accept the Debate Rules and the Privacy policy with the possibility to contradict the use of my data at any time.