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- Overview
- Limited Partnership
- The Different Variants of The GmbH & Co. Kg
- Conversion Into GmbH & Co. Kg Under Commercial Law
- Required Information
- Procedure
- Checklist
- Disclaimer
The limited liability company & Compagnie Kommanditgesellschaft(GmbH & Co. KG ) is a limited partnership (KG) under German law. Unlike a typical limited partnership, the personally and unlimitedly liable partner (general partner ) is not a natural person, but a limited liability company (GmbH).
A limited partnership(in Germany abbreviated KG) is a partnership or legal persons have come together to create a commercial enterprise, whereby for liabilities of the company at least one partner has unlimited liability and at least another partner has limited liability (limited partner. Limited partners are only liable up to the amount of their c...
The person and participation identical GmbH & Co. KG
The person and participation identical GmbH & Co. KG is the most common variant in practice. In this form, the same persons with identical shareholdings are both limited partners of the GmbH & Co. KG and shareholders of the general partner GmbH. This has the advantage that the shareholders in both companies control the decision-making process and is therefore particularly recommended for pure entrepreneurial companies. However, such a constellation requires careful individual drafting of the...
The GmbH & Co. KG, which is not identical in terms of persons or interests
As you can easily see from the name, this variant of the GmbH & Co. does not have a shareholding identity with regard to general partner GmbH and GmbH & Co. KG. This type of design occurs primarily in the form of a public company. In a public company, the business partners are usually both limited partners of the GmbH & Co. and shareholders and (often) managing directors of the general partner GmbH. In addition, pure investors are only accepted into the GmbH & Co. as limited partners. Since t...
The unitary society
Another variant of the GmbH & Co. is the so-called unit company. The constitutive feature of the unit company is that the KG itself is the sole shareholder of the general partner GmbH. Legal harmonization is achieved through the direct participation of the KG in its general partner. Complicated legal drafting of the articles of association is thereby largely obsolete. For this reason, the unitary company is seen in parts of the legal specialist circles as the most consistent and perfect form...
The conversion law provides various options for converting a corporation into a partnership: 1. Merger 2. Split 3. A simple change of form can also be considered. After that, a corporation can be converted into a partnership or a GbR * *The previous regulation, according to which the conversion of a corporation into a partnership was inadmissible i...
Conversion report
In the written conversion report § 192 UmwG, the legal and economic reasons for this way of conversion must be set out: 1. Legal and economic reasons 2. Consequences of the change of legal form for the shareholders 3. Draft conversion resolution 4. Include a statement of assets in which the assets and liabilities of the form-changing GmbH are to be recorded with their real value. * * However, this list is not a balance sheet in the sense of the HGB. Therefore, self-created intangible assets,...
Conversion resolution
The change of legal form into a GmbH & Co. KG requires a resolution § 193 UmwG of the shareholders of the legal entity changing the legal form. For this, a majority of at least three-quarters of the votes cast at the shareholders' meeting of the GmbH is required § 233 Paragraph 2 UmwG. Specifically, §§ 194 and 234 UmwG specify the content of the Conversion decision heard. These are in particular: 1. the legal form of the new company - GmbH & Co. KG - as well as its company name, 2. the limite...
Registration in the commercial register
The new legal form of the legal entity changing the legal form must be registered for entry in the commercial register by the representative bodies of the GmbH. Upon registration, the GmbH becomes a GmbH & Co. KG. The shareholders now receive shares in the converted KG for their GmbH holdings. The change of legal form is thus completed under commercial law.
Change of form in the UmwStG 1995
In addition to the civil law peculiarities, a number of tax law peculiarities must also be taken into account. It should be noted that the corporate tax reform resulted in changes in the utilization of losses almost retrospectively as of January 1, 1997.
Conversion date - tax-transfer date
Under civil law, the registration of the change of form is constitutive. It takes place with the entry without retroactive effect. With regard to tax law, a retroactive effect of the conversion date up to eight months before the registration of the change in the commercial register § 14 UmwStG can also be decided upon. In practice, the conversion is often chosen at the turn of the year. That saves an interim balance. Should the change of legal form aim for December 31 of the previous year, th...
The following steps are necessary when converting a GmbH into a GmbH & Co. KG: 1. Establishment of an administrative GmbH as a future general partner GmbH. 2. Participation of the Verwaltungs-GmbH in the GmbH to be converted minimum capital share = 500 DM; possibly via a trust relationship. 3. Draft of the conversion resolution the minimum requirem...
This article is provided for informational purposes. For legal and tax advice, please contact www.counselhouse.euor your local tax advisor.
Civil law company / General partnership (GbR / OHG) German Limited Partnerships (GmbH & Co. KG) The GmbH & Co. KG is a special form in German (and Austrian) law, which does not exist in most other states and is partially comparable with the USA’s Limited Liability Company (LLC).
Use this Conversion Calculator to convert between commonly used units. Select the current unit in the left column, the desired unit in the right column, and enter a value in the left column to generate the resulting conversion. A full list of unit conversions is available at unitconverters.net. Length. Temperature.
The GmbH & Co. KG is a favourable choice for start-ups in Germany because of its many benefits. Businesses frequently use this hybrid legal form for asset management, while trading firms rely on it to limit shareholder liability risk. In this article, you will learn what a GmbH & Co. KG is and how it differs from a traditional GmbH.
Unit Conversion. Online unit converter to easily convert between different units of measurement for engineers, scientists and technicians. Select. Area Length Mass Pressure Temperature Volume Surface Tension Density Specific Volume Viscosity (Dynamic) Viscosity (Kinematic) Enthalpy Power Energy Entropy Heat Capacity Heat Transfer Coefficient ...
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Apr 3, 2024 · In German corporate law, as the name suggests, the GmbH & Co. KG is a hybrid of the legal forms of the GmbH (limited liability company) and the Kommanditgesellschaft (KG) limited partnership. But, despite this hybrid form, the GmbH & Co. KG is still a KG (limited partnership) and, therefore, is categorised as a Personengesellschaft (partnership ...
