Handelsregister: Kommanditgesellschaft eintragen

If you set up a limited partnership (KG), you are obliged to register it in the commercial register. The KG only comes into existence and has full legal capacity once it has been registered. The registration of a KG that is already operating a commercial business, on the other hand, is only legally confirmatory, as the company already exists prior to registration.

It should be noted, however, that limited partners also have unlimited liability for liabilities of the limited partnership established prior to registration if the limited partnership has already commenced business with the consent of the limited partner(s) prior to registration.

The registration of a limited partnership must contain the following information:

• the surnames, first names, dates of birth and places of residence of all partners or, in the case of legal entities or partnerships with legal capacity as partners, their company name or names, legal form, registered office and, if applicable, the competent register and register number
• the company name (i.e. the name) of the company and the place where it has its registered office, as well as the business address in a member state of the European Union
• the power of representation of the shareholders
• the assurance that the company is not already entered in the company or partnership register
• all limited partners and the amount of the contribution of each of them

The registration must also state the location of the business premises, if different from the domestic business address, and the object of the company, unless this is clear from the company name.

There must be a partnership agreement.

The fees for entry in the commercial register depend on the amount of work involved.

In principle, fees are incurred for the notarial activity and the entry in the register as well as expenses for the public announcement.

Registration

To submit an application, contact a notary.

• The notary will advise you on the wording of the application pre-formulated by the shareholders.
• The application is made exclusively by electronic means, and a publicly notarized document is created for this purpose. The authenticity of the signature on the application is confirmed by the notary public. The document can also be notarized by means of video communication.
• The notary adds an electronic signature to the declaration and sends it to the electronic court and administrative mailbox of the registry court.

Amendments

Have important details about your company, such as the registered office, legal form or authorized representatives, changed? Then please have the commercial register entry corrected immediately.

The entry is made in the same way exclusively via a notary.

There are often several weeks between drawing up the articles of association and registration in the commercial register. You should therefore check that the articles of association are up to date before registering.

If the registry court refuses to enter your limited partnership in the commercial register, you can lodge an appeal in accordance with Section 382 (4) sentence 2 FamFG pursuant to Section 58 (1) FamFG or, if applicable, an appeal on points of law pursuant to Section 70 (1) FamFG.

If you set up a limited partnership (KG), you are obliged to register it in the commercial register. The KG only comes into existence and has full legal capacity once it has been registered. The registration of a KG that is already operating a commercial business, on the other hand, is only legally confirmatory, as the company already exists prior to registration.

for registration: a notary's office of your choice

for registration: Register court (at the local court) at the registered office of your company

for registration: a notary's office of your choice

for registration: Register court (at the local court) at the registered office of your company