New Rules for Civil Law Companies: What GbRs Need to Know

From January 1, 2024, new rules will apply to civil law companies. Since a GbR, for example, is a common form of company for family asset management or for real estate companies, some here in the region are likely to be affected by this too. What’s in store for these companies from next year?
Hans Richter: In the future there will be a company register in which GbRs can enter the name, place of residence and date of birth of all people involved in the company. There will be no obligation to register, but GbRs may no longer be able to act if they do not enter the register.

What’s the worst that could happen?
Richert: You would then no longer be able to register in other public registers, such as the land registry or the commercial register. I’ll make this clear using an example: If a GbR, as a classic real estate company, has a piece of land, it has previously been registered in the land register with a partner. In the future, only the GbR will be listed there – but the prerequisite is that it and all the people involved are previously entered in the company register. Changes in the personnel composition of a GbR must then be adjusted accordingly in the new company register.
Lütkemeier: Another typical case would be an asset-managing GbR – consisting, for example, of family members – that is a shareholder in a GmbH. If the company’s annual financial statements and profit distribution are to be decided in the shareholders’ meeting, only those who are in the GmbH’s list of shareholders in the commercial register can effectively vote. However, a GbR will only be listed there if it is also registered in the company register.

What should existing GbRs do now against this background?
Richert: We particularly recommend GbRs that act as property owners to register proactively in the company register in order to remain able to act in the future, for example in the event of a sudden inheritance and a corresponding change in the group of shareholders.

Another current topic that is increasingly becoming the focus of your legal advice, particularly in the wake of the energy transition, is energy law. What are the most frequently asked questions and topics that you are currently asked about in this area?
Lars Voges: There is a lot to consider legally. Community wind farms in particular, for which our region is a pioneer, require intensive advice. The challenge is to reconcile the various interests of operators, investors, farmers and residents. Purchase contracts must also be concluded with the system manufacturer and the network operator.
Lütkemeier: Many legal questions also arise when investing in photovoltaic systems, starting with warranty periods that apply if a PV system has defects or is not installed on time, to the approval of ground-mounted systems on agricultural land, to the question of who is actually the operator of a PV system on the roof of a company. There are now many different design options, for example if an entrepreneur generates income from the PV system for his retirement provision.