As of January 2024, Germany has implemented significant updates to the registration process for civil law partnerships, introducing the registered civil-law partnership (“eingetragene Gesellschaft bürgerlichen Rechts” or “eGbR”). In the following, we provide an overview of the registration requirements, the process, and the implications for partners in an eGbR.
Who Needs to Register?
Partnerships that intend to acquire rights listed in the land, commercial, share, or trademark registers, such as land, company shares, or trademarks, must register. Existing GbRs possessing registered rights and requiring amendments to these rights have been mandated to register since January 1, 2024.
Details of the Registration Process
The company register, maintained by local courts, includes the following information:
- Name and registered office of the partnership;
- Address;
- Shareholder details;
- External representation powers.
The register is publicly accessible, ensuring transparency and trust in the legal transactions by verifying the accuracy of the information. Registration grants the eGbR legal capacity, a requirement for any further entries into other registers.
Privacy Considerations
At SPIEKER & JAEGER, we recognize the concerns that entrepreneurs particularly those involved in asset management, may have regarding the disclosure of internal information. If public disclosure of legal relationships is a concern, our firm is prepared to offer advice to safeguard privacy providing tailored solutions that meet your unique needs and ensure compliance with the latest regulations.
Further Changes Affecting GbRs
Additional legislative changes include:
- Adjustments in voting and distributions of profits and losses, now based on shareholding ratios rather than equal distribution among all partners;
- Direct future-based valuation of compensation claims for departing partners, moving away from calculations derived from the past company value;
- Limitation of liability for departing partners to breaches of duty occurring before their departure;
- Broadened information rights for each shareholder.
Partners are encouraged to review these new regulations promptly and consider necessary updates to their partnership agreements to align with the current legal framework.
How SPIEKER & JAEGER Can Help
SPIEKER & JAEGER is ready to assist you with any questions you might have about these new regulations. Our notarial services will support both new and existing civil law partnerships to ensure smooth registration and compliance with the updated laws.