Since January 1, 2024, new regulations have applied to the German Civil Code (BGB) partnerships (in German: “BGB-Gesellschaft” or “GbR” for short). The MoPeG (Act on the Modernization of Partnership Law) amended the German Civil Code, among other things, in order to cast the law created by case law over the last few decades into legal form and to modernize the law governing BGB partnerships.

A new feature is the distinction between BGB partnerships with legal capacity and BGB partnerships without legal capacity in accordance with Section 705 para. 2 BGB. Only BGB partnerships with legal capacity can acquire their own rights and enter into liabilities and thus participate in legal transactions. Another new feature is the creation of a partnership register for BGB partnerships in sections 707 et seq. BGB and thus the approximation to commercial partnerships. The creation of the partnership register is intended to promote transparency and legal certainty regarding the existence, identity and proper representation of the BGB partnership.

In principle, the registration of a BGB partnership, regardless of whether it has legal capacity or not, is voluntary. Only if the BGB partnership itself should or must be entered in another register, e.g. as the owner of a property in the land register or as a shareholder of another BGB partnership in the partnership register, is its entry in the partnership register mandatory.

If you decide to register the BGB partnership, the following information must be provided: Name, registered office and address of the BGB partnership in a member state of the European Union. In addition, details of each shareholder must be provided. In the case of natural persons as shareholders, the following information must be provided: Surname, first name, date of birth and place of residence. In the case of legal entities or partnerships with legal capacity as shareholders, the following information must be provided: Company name, legal form, registered office and, where required by law, the competent register and register number. In addition, the power of representation of the partners must always be stated and a declaration must be made that the company is not already entered in the commercial or partnership register.

What are the pros and cons of an entry in the partnership register?

An argument in favor of registration is that only then does the right to choose the registered office pursuant to Section 706 BGB exist. Furthermore, only registered BGB partnerships can change the power of representation of the shareholders in accordance with Section 720 BGB with effect vis-à-vis third parties. This means, for example, that certain shareholders are granted sole power of representation and this applies to third parties through entry in the partnership register. Without entry in the partnership register, the shareholder with sole power of representation would have to present a power of attorney to each third party so that the third party must accept the sole power of representation. The entry must be marked in the name of the BGB partnership as a “registered civil law partnership” or “eGbR” (see Section 707a para. 2 BGB). Registration therefore leads to greater trust on the part of legal transactions and increases the creditworthiness of the BGB partnership.

However, it should be borne in mind that registration has a binding effect and the BGB partnership can no longer be deleted arbitrarily, but only in accordance with general regulations. In addition, the BGB partnership is included in the transparency register publicity as a result of the registration. This means that the BGB partnership is obliged to obtain and transmit information on beneficial owners.

The transparency of the BGB partnership brought about by registration and intended by the legislator can also be the strongest argument against registration. Many shareholders of a BGB partnership have no interest in anyone being able to obtain information about the existence and the shareholders of the BGB partnership by inspecting the partnership register.