In 2024, the law governing civil law partnerships (GbR) was expanded - via the German Act on the Modernisation of Partnership Law - to include the variant of the eGbR (registered civil law partnership). The level of acceptance is high. In the meanwhile, approximately 80,000 eGbRs have thus already been entered in the newly created Company Register. This was reason enough for us to take a closer look at the developments in this respect.
Introduction
The GbR is, in principle, the simplest way for several people to form a company in order to achieve a common purpose. It
- can be established quickly, informally & cost-effectively,
- requires little ongoing effort and
- is very flexible with regard to organisation.
That is why it is a popular choice and well-suited for smaller enterprises and projects or as a vehicle for private asset management, provided that limitation of liability is not (yet) relevant. If a GbR engages in legal transactions, then it is a partnership with legal capacity (even without being registered).
When is registration recommended?
The option of registering as an eGbR would become a necessity if, in connection with the GbR, entries are to be made in the land register. This has been interpreted very strictly in case law, as the ruling by the Federal Court of Justice (Bundesgerichtshof, BGH) of 3.7.2025 (case reference: V ZB 17/24) demonstrated. In the case in question, a GbR with two partners had been entered, under the old rules, in the land register as the owner of a property. The partners wanted to dissolve the GbR and to transfer the property to themselves as joint owners. However, the land registry refused the application for the transfer and pointed out that the GbR must first be entered into the Company Register as an eGbR and must then also be entered as such in the land register before the transfer of the property can take place. The BGH confirmed this strict view and also refused to allow the objection that it was an unnecessary formality to first register the GbR as an eGbR for this purpose as it was, in any case, going to be removed from the land register.
Similar problems arise when a partner in an ‘old’ GbR that was entered in the land register dies or leaves the partnership for other reasons (cf. the Higher Regional Court in Munich of 5.5.2025, case reference: 34 Wx 93/25e). There is also a de facto requirement to register if the aim for a GbR
- as the owner of company shares in a GmbH (limited liability company) is to be entered in the list of shareholders, or
- as a shareholder to be entered in the share register, or
- as a partner in a commercial partnership
- to be entered in the Commercial Register.
When is registration probably not necessary?
If the above requirements do not exist, then it would generally not be advisable to register the GbR, even though the initial registration would not entail huge costs. This is because any subsequent changes regarding the company’s purpose, name, representation circumstances and shareholders must also be submitted for registration in a notarially authenticated form.
Furthermore, eGbRs are required to register with the transparency register, and failure to do so is subject to a fine. All beneficial owners must be entered there, i.e., all those holding more than 25% of the shares or voting right, and if none exist, then the managing shareholders must be listed as notional beneficial owners. Moreover, these entries in the register must be kept up to date at all times. Discrepancies could result in problems during routine enquiries, such as, those made by banks.
