What are the benefits of the company
Founding a GbR - advantages and disadvantages of a civil law company (GbR)
The most important features of the GbR for you at a glance:
GbR - definition of the legal form
The GbR - company under civil law - is created through the merger of at least two shareholders on the basis of a partnership agreement. It defines the common economic goal and the means and ways to achieve it. The contract design of the GbR is almost completely free, unlike, for example, with the GmbH, there are hardly any regulations as to what the contract must look like - it can also arise verbally or through corresponding action.
Here you can register for the Gründerküche newsletter and download the GbR sample contract as a pdf free of charge.
2 founders + 1 goal = GbR?
In the legal sense - interpreted strictly according to the BGB - every community of people who come together to achieve a common goal is already a GbR. Without a contract. This shows: The GbR is above all a very relaxed business union of two or more partners.
Who can become a partner in a GbR?
The GbR is a partnership in the legal sense. Partners can be natural or legal persons.
GbR internal company and GbR external company - the difference
In the case of civil law companies, a distinction is made between so-called internal companies and external companies. The decisive factor is whether the company should take part in business dealings or not. Examples of a GbR internal company are, for example, the silent participation in a sole proprietorship, spouses, syndicates or shared apartments.
For you as a founder or self-employed, the GbR will almost always be an external company, after all, you want to appear outward with the GbR.
The most important characteristics of a GbR
- A GbR is a partnership that arises on the basis of a partnership agreement that can be concluded in writing, orally or by taking appropriate action.
- The GbR cannot be a merchant - in this case the establishment of an OHG would be necessary according to the Commercial Code. So with the GbR an entry in the commercial register is not necessary or not possible at all. As a corporate form, the GbR is therefore very often an association of freelancers to achieve a common corporate purpose.
- The GbR has partial legal capacity in their name - that is, they can participate in legal transactions in their own name and be sued in their name. She is allowed to issue invoices in her name and also to be a consumer. However, it is still not a legal person in the strict sense of the word, but from a legal point of view always remains an association of several people.
- The management can be freely regulated in the articles of association: Either the management is transferred to one or more shareholders, or the relevant properties are determined by majority resolution.
Profit and loss as well as tax treatment of the GbR
Due to its legal character as an association of several people, the BGB (§§ 722 f.) Basically applies that all shareholders bear the same share of profits and losses - but this can also be regulated differently via the articles of association. Here, too, there is complete freedom.
Accordingly, the shareholders are also individually taxable - depending on their share of their profit. The GbR is therefore not a taxable person for income tax - but for trade tax and sales tax.
Disadvantages of the GbR: the liability
The distribution of profits and losses does not affect the liability to the outside world - from a legal point of view, each individual partner is liable with his entire assets for the debts of the GbR. This is also the main disadvantage of the GbR - the unlimited liability of each partner, even if only one of the partners caused or mainly caused the loss.
In addition, each partner is personally liable to tax for the profit to which he or she is personally entitled from business activities. A tax treatment of the GbR as such is not possible because it is not a legal person.
Costs of founding a GbR
Since the establishment does not require a legal form, there are practically hardly any costs - apart from perhaps legal advice on drafting the contract. The GbR is therefore particularly suitable for startups or for the casual association of freelancers. However, one should definitely consider the question of high liability with private assets.
Actual costs result only from the required business registration and the IHK contribution.
Gründerrat GbR model contract:
Even if you make your own agreements when founding your GbR: It is worth taking a look at our sample contract. Here you can see some important regulations and suggested wording. Here you can register for the Gründerküche newsletter and download the GbR model contract as a pdf free of charge.
TIP for setting up a GbR: With the GbR package for 9.90 euros, it's easy to set up a GbR
No time-consuming research & no annoying gathering of the important information about founding a GbR. Save your time! We have put together all the relevant information, with our instructions “Founding a GbR in a few steps”, the appropriate forms (including filling out help!) And a checklist that you need to found a GbR (civil law company) yourself.
The founding documents including filling out aids for a GbR are included as a download in the GbR foundation package.
>>> View details on the GbR foundation set
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