The law to modernize partnership law (MoPeG) comes into force on January 1, 2024 and brings with it some significant changes that need to be taken into account at an early stage.
1. Introduction of a company register
One of the most important changes is the introduction of a company register for civil law companies (GbR).
The registration of the GbR in the company register is generally voluntary, but there are certain cases in which the company is actually forced to register.
This is the case, for example, if the civil law company is to be entered in the land register as the entitled party.
2. Reform of the civil law society (GbR)
The law to modernize partnership law (MoPeG) will bring some significant changes to civil law companies (GbR) from January 1, 2024.
The most important changes concern the legal capacity of the GbR, the introduction of a company register and the possibility of conversion according to the Conversion Act.
The new regulation clearly distinguishes between a legally-capable and a non-legally-capable GbR.
The legally competent GbR takes part in legal and business transactions and can itself acquire rights or enter into liabilities. It can conclude contracts in its own name and is the bearer of rights and obligations. The assets of the GbR are assigned to the company and it is able to take part in civil proceedings. She can sue or be sued in her own name.
A significant innovation is the possibility of registering the GbR in the new company register. Registration is even mandatory if the GbR holds real estate or other registered rights and something changes in this regard.
Upon entry in the company register, the GbR is obliged to use the suffix “registered partnership under civil law” or “eGbR”.
Another significant change is the possibility of conversion according to the Conversion Act. This makes the restructuring of society easier. The registered GbR can be the subject of a division, merger or change of legal form.
3. Changes in partnerships
The MoPeG makes it clear that the legal forms of partnerships (OHG and KG) are also available for the joint exercise of freelance professions by the partners, provided that the applicable professional law allows this. It also introduces the possibility of changing status between different forms of society, which can be viewed as a kind of “light conversion”..
4. Tax law
The main changes in tax terms are:
a) Changes in the taxation of partnerships
The MoPeG also brings changes to tax law. A key change is the ability for partnerships to opt out of corporate income tax. This requires an application and leads to a change in the taxation regime. For all income taxes (income tax, corporation tax, trade tax) and also in terms of procedural law, there is complete equality with a corporation.
b) Tax relief for smaller partnerships
There are also tax reliefs for smaller partnerships, although the exact details are not provided in the search results.
5. Conclusion
The law to modernize partnership law (MoPeG), which comes into force on January 1, 2024, brings significant changes for partnerships, especially for civil law partnerships (GbR).
The main changes concern the legal capacity of the GbR, the introduction of a company register and the possibility of conversion according to the Conversion Act. There are also changes to tax law, such as the possibility for partnerships to opt out of corporate tax and tax relief for smaller partnerships.
These changes have far-reaching implications for practice and require careful preparation and adaptation by entrepreneurs and societies.
It is important to prepare for these changes at an early stage and make any necessary adjustments, such as adapting existing partnership agreements or examining registration options and requirements.
Overall, the MoPeG aims to modernize partnership law and adapt it to the current requirements of the economy. It offers new opportunities, but also brings with it new challenges. It is therefore important to deal with the changes at an early stage and take appropriate measures.
This article does not represent specific and individual legal advice, but rather only provides a rough initial overview of the very complex legal matter described. You can only obtain legal certainty for your specific case constellation through coordinated examination and advice from an expert lawyer.
I would be happy to assist you as a lawyer and specialist lawyer for a legal assessment and assessment of your case and represent your interests assertively and resolutely. the management and/or the (co-)shareholders and the insolvency administrator. Please feel free to contact me by phone or write to me.
I advise nationwide on site or via Zoom as a specialist lawyer in the legal areas of corporate law, tax law and insolvency law, especially in the cities and metropolitan areas around Stuttgart, Heilbronn, Karlsruhe, Freiburg, Ulm, Augsburg, Munich, Frankfurt, Wiesbaden, Saarbrücken, Kaiserslautern, Bonn, Wuppertal, Duisburg, Nuremberg, Münster, Saarbrücken, Düsseldorf, Cologne, Dortmund, Hanover, Kassel, Leipzig, Dresden, Bremen, Hamburg and Berlin.
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