Starting a Business in Berlin

30 31 Starting a Business in Berlin A Beginner’s Guide Profile of an OHG ls Suitable for at least two business partners ls No minimum capital required ls Listing in the Commercial Register required ls Unlimited liability of all partners (i.e. including private assets) vis-à-vis the company’s creditors ls A company name in the legal sense can be used ls Notification of the regulatory agency (Ordnungsamt) is mandatory and, if required, licences must be obtained by all partners Limited commercial partnership (KG) The main difference between this and the OHG is that liability is limited to a specified amount for one or more of the partners. These partners are known as limited partners (Kommanditisten). A partner with unlimited liability is called a general partner (Komplementär). With this legal form, it is very simple to strengthen the equity base by taking on new limited partners who are not, however, given decision-ma- king powers with respect to the day-to-day running of the company. In this case too, a written agreement is not essenti- al but is strongly recommended. Profile of a KG ls Suitable for at least one entrepreneur and one further partner ls No minimum capital required ls Listing in the Commercial Register required ls Unlimited liability (i.e. including private assets) vis-à-vis the company’s creditors of at least one (wholly liable) general partner ls Liability of at least one limited partner up to the level of his investment manage or represent the company). If your GbR grows to such an extent that it becomes a commercially organised business enterprise, its legal form becomes that of an OHG by law. In this case, you are obliged to have the OHG entered in the Commercial Register. Profile of a GbR ls Suitable for at least two business partners ls No minimum capital required ls No listing in the Commercial Register required ls Unlimited liability of all partners (i.e. including private assets) vis-à-vis the company’s creditors (joint and several liability) ls No company name in the legal sense (the first names and surnames of all partners must be given in the company designation, as must the legal form suffix GbR) ls Notification of the regulatory agency is mandatory and, if required, licences must be obtained by all partners General commercial partnership (OHG) At least two businessmen are required to set up an OHG. Each is entitled to manage and represent the company individually; in other words, each partner can act on his own initiative in the ‘normal’ course of business, with the other partners merely being entitled to object to his actions sub- sequently. Legal transactions can be effected by the partners individually. Alternative arrangements can be made in the partnership agreement. CHAPTER 3