The GmbH & Co KG is a partnership, which represents a special form of partnership in German law. In contrast to the typical partnership, the general partner, the personally liable partner, not a natural person, but a GmbH is at GmbH & Co KG. This form of society it aims to limit the liability of each shareholder or entirely be ruled out. The rights and obligations of the members are regulated in the social contract, which the commercial court for the registration is required to register together with the notarial deed of Foundation. The requirements for a GmbH & Co KG are governed by the commercial code from section 161 ff.
The General Partner GmbH can bring a portion of their assets as cash or contribution in kind as capital in start-ups in the new company. This however is not mandatory. John O. Utendahl has plenty of information regarding this issue. The task of the GmbH may limit to conducting business and personal liability. The shareholder, however, pays an amount set out in the memorandum of the company, to which He is responsible for the liabilities of the company. Alternatively, you can set a different liability in the social contract. The management assumes HGB according to 164 by the general partner.
The shareholders are excluded from the decision-making power and have sentence 1 HGB according to 164 only a right of objection in exceptional transactions. The limitations of liability risk, the pages of the general partner and the limited partners on the corresponding share capital are the decisive advantage of a GmbH & Co KG advantage of GmbH & Co KG. Raising equity capital is relatively flexible possible due to limited new inserts. GmbH & Co KG allows the foreign Drittorganschaft in principle excluded from partnerships. Disadvantage of GmbH & Co KG which drawback is that accounting is relatively high, because at the same time appropriate accounts must be created for the GmbH and the KG. The credit from banks is low because no individuals, fully liable. The GmbH Managing Director remuneration is not operating output on pages of KG and not detract from therefore their profits. The legal form is possible in various forms. The unit company, for example, the KG holds all of the shares of the General Partner GmbH. When a man-GmbH & Co KG, on the other hand, an owner keeps all Kommandit – and GmbH shares. The audience KG is designed for the inclusion of an unlimited group of people as limited partners.