Attention! New company register for GbRs from 01.01.2024!
From 01.01.2024, civil law companies should be entered in the company register in good time before planned transactions.
Although the entry of a GbR in the company register is voluntary, pre-registration is mandatory if a GbR wishes to dispose of or encumber a property belonging to it from 01.01.2024, if it wishes to acquire a property or GmbH shares or if there is a change of shareholders.
The advantage of registration is that the registered office of the GbR can be chosen and the power of representation of the partners can now also be regulated with publicity effect in deviation from the statutory model of joint power of representation. Individual power of representation of a partner is now possible!
The GbR is registered with the registry court in a publicly notarized form before a notary. After registration, the GbR bears the name affix "eingetragene Gesellschaft bürgerlichen Rechts" or "eGbR". All partners must register the GbR with the court in whose district the company has its registered office. The "initial registration" in the company register must include (Section 707(II) BGB):
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- Name of the company, registered office and address in a member state of the European Union,
- Details of the shareholders (name, date of birth and place of residence or company, legal form, registered office, register and register number),
- Power of representation of the shareholders,
- Assurance that the company is not already entered in the commercial or partnership register.
Do not forget: Registered GbRs must report to the transparency register.
With the possibility of registering civil law partnerships, the legislator has taken a significant step towards greater legal certainty and it is to be expected that the GbR will increase in importance as a legal form.
Ulrike Warneke
Lawyer and notary / Partner
MO45LEGAL - Bschorr | Warneke | Sukowski GbR
Lawyers and notaries
warneke@mo45.de
