Germany’s Act on the Modernisation of Partnership Law – the MoPeG – entered into force on 1 January 2024. It significantly modernises the law governing the German civil-law partnership, or GbR, introduces a partnership register for the registered GbR, or eGbR, and changes the framework for the OHG and KG. Existing partnership agreements, registration questions and the chosen legal form should be reviewed in light of the reform.
This article reflects the legal position at the time of its first publication on 17 January 2024. It is not a later update of subsequent legal developments.
1. What does the MoPeG regulate?
The Act on the Modernisation of Partnership Law reforms the law governing German partnerships. Its main focus is the German civil-law partnership, known as the Gesellschaft bürgerlichen Rechts or GbR. Through statutory references, the reform also affects the German general partnership, the offene Handelsgesellschaft or OHG, and the limited partnership, the Kommanditgesellschaft or KG.
The reform mainly aims to:
- bring statutory law closer to established case law and contractual practice,
- make the identity and representation of partnerships more transparent,
- increase flexibility for restructurings and changes of legal form.
For companies and shareholders, this means that existing partnership agreements should be reviewed to determine whether they still fit the new statutory framework.
2. Legal capacity of the GbR
The MoPeG expressly reflects the legal capacity of an external GbR. An external GbR participates in legal transactions and can, under the statutory requirements, acquire rights and assume obligations in its own name.
The GbR can therefore, in particular:
- enter into contracts in its own name,
- hold assets,
- act as creditor or debtor,
- bring and defend court proceedings in its own name.
The internal GbR remains possible. It does not participate in legal transactions as a separate entity, but regulates the relationship between its partners.
3. What is an eGbR?
A legal-capacity GbR may be entered in the newly established German partnership register. Once registered, it is referred to as an eingetragene Gesellschaft bürgerlichen Rechts, or eGbR.
Registration is generally voluntary and is not a precondition for the GbR’s legal capacity. In practice, however, registration may become necessary if the GbR is to hold or acquire certain rights that must be recorded in another public register.
This is particularly relevant where the GbR:
- holds shares in a GmbH,
- is registered as a shareholder of an AG,
- owns real estate or rights in rem,
- participates in a restructuring or conversion measure.
The partnership register can provide information on the name, registered seat, address, partners and representation powers of the eGbR.
4. Partnership register and transparency register
The partnership register improves transparency for contractual partners, banks and other participants in the market. It can make it easier to verify the existence of the eGbR, its partners and its representation powers.
The register may reduce the need to disclose the complete partnership agreement or internal powers of attorney in everyday transactions. Depending on the structure, it may also simplify changes involving partners and real-estate rights.
At the same time, registration may trigger additional notification obligations towards the German transparency register. These obligations should be included in the planning process from the outset.
5. Restructurings and status changes
The MoPeG makes the GbR an eligible legal entity for purposes of German transformation law. Registration as an eGbR is generally required before the GbR participates in a restructuring measure.
A registered GbR may also change its status and move from the partnership register to the commercial register, for example when becoming an OHG or KG. A change in the opposite direction may also be possible.
For corporate groups and growing businesses, this can provide flexibility without requiring the parties to establish an entirely new entity in every case.
6. Changes affecting OHG and KG
The MoPeG introduces a structured regime for defects in shareholder resolutions of OHG and KG. It distinguishes between resolutions that are void from the outset and resolutions that must be challenged within a statutory time limit.
The statutory challenge period is generally three months, subject to the statutory framework and possible contractual adjustments.
The reform also strengthens the principle that the departure of a partner does not automatically lead to the dissolution of the partnership. The partnership may continue with the remaining partners, for example following the death, withdrawal, insolvency or exclusion of a partner.
Existing provisions on continuation, severance payments and exclusion should nevertheless be reviewed carefully.
7. Choice of registered seat
For registered partnerships, the MoPeG clarifies that the contractual seat may differ from the actual administrative seat. The contractual seat must be located in Germany, while the administrative seat may be located abroad.
This can be relevant for internationally active groups and partnerships that organise their management and operations across borders.
8. New options for professionals
Subject to the applicable professional rules, the MoPeG opens commercial partnership forms to certain professionals. For lawyers, a German law firm organised as a GmbH & Co. KG may be considered as an alternative structure alongside a PartG mbB.
The decision should not be based solely on liability considerations. Professional-law requirements, tax, accounting, transparency, capital and insolvency issues also need to be assessed.
9. Practical checklist for companies
Companies and partners should consider the following questions:
- Is the partnership an external or internal GbR?
- Should the GbR be registered as an eGbR?
- Does the GbR hold real estate or shares in a capital company?
- Are transparency-register notifications required?
- Do the partnership agreement’s resolution provisions fit the new framework?
- Are the rules on partner withdrawal, severance and continuation appropriate?
- Could a status change to an OHG or KG be useful?
- Is a contractual seat separate from the administrative seat relevant?
- Would another partnership form be suitable for a professional practice?
The partnership agreement should not automatically be rewritten in full. The appropriate approach depends on the company’s assets, partners, business model, financing and future plans.
Advice on German partnership law
Stroschein & Makowka advises companies, partners and professional practices on the consequences of the MoPeG, including:
- reviewing and amending partnership agreements,
- deciding whether to register a GbR as an eGbR,
- partnership and transparency-register matters,
- status changes and restructurings,
- partner withdrawals and severance provisions,
- selecting an appropriate German partnership structure.
Frequently asked questions
What is the MoPeG?
The MoPeG is Germany’s Act on the Modernisation of Partnership Law. It primarily reforms the law of the GbR and also affects the OHG and KG.
When did the MoPeG enter into force?
The MoPeG entered into force on 1 January 2024. This article reflects the legal position at the time of its first publication on 17 January 2024.
Does every GbR have to become an eGbR?
No. Registration in the partnership register is generally voluntary. It may nevertheless become practically necessary in connection with real-estate rights, shareholdings or restructuring measures.
What is the difference between a GbR and an eGbR?
An eGbR is a legal-capacity GbR that has been entered in the German partnership register. Registration creates additional public information about the entity, its partners and its representation powers.
Should existing partnership agreements be amended?
Not every agreement needs to be rewritten completely. Existing agreements should, however, be reviewed in particular with regard to resolutions, partner changes, severance, continuation, representation and registration matters.