The civil law company (GbR) is the most suitable legal form for start-ups that they can choose to start with. Because it is the simplest and therefore the most recommendable form of partnership.
What is a GbR?
When setting up their business, entrepreneurs have to decide which legal form they want to choose. You can choose between a corporation or a partnership .
In the case of corporations, the stock corporations and limited liability companies are the main types of discussion. For this, however, special requirements have to be met, which not everyone can or wants to create.
Society according to the BGB
According to POLYHOBBIES, Establishing a company under civil law can be simpler and more advantageous than the establishment of a corporation . It is also called the BGB-Gesellschaft because it is founded according to the provisions of this law.
The abbreviation of the Society of Civil Law is GdbR or GbR . It is the union of at least two natural or legal persons who pursue a common corporate goal. It is the most original and simplest form of partnership and a joint partnership.
Examples of the GdbR can be the amalgamation of several physiotherapists to form a physiotherapy practice, the amalgamation of two or more doctors or dentists to form a group practice, the amalgamation of at least two lawyers to form a partnership or the amalgamation of two or more construction companies to form a consortium (ARGE) . The informal association of shared apartments, car pools or music bands also falls under the term GbR.
Legal status of the GbR in German law
The legal basis for a society under civil law is regulated in paragraphs 705 ff. Of the German Civil Code ( BGB ).
What is the legal form of the GbR?
The GbR is a partnership. It could also be called the basic form of all partnerships. It is basically geared towards the founders working in their company themselves. This can also only be a short-term collaboration.
However, this should only be a small business , whereby commercial companies often quickly go beyond this framework. Strictly speaking, the activity of a GbR should not be geared towards a commercial trade, because then the BGB would not be applicable at all!
As soon as the framework or purpose of the GbR changes and the framework of the small business is blown, the GbR must be converted into an OHG, which then has to be managed according to the provisions of the HGB.
For the establishment of a GdbR, at least two shareholders are required who strive for a common legal purpose. The GbR can use the names of all shareholders with an addition that indicates a GdbR. A GbR that is not involved in legal transactions is considered an internal company. This can be a practice community, a building owner community, a community of users or a spouse’s association.
The civil law company does not represent a company under the Commercial Code, because a company name (i.e. the designation of a company) is reserved for merchants and trading companies. A GbR that operates a trade is, according to the law, an open trading company (OHG).
Is a GbR a legal person?
No, the GbR is not a legal person, because here the partners are personally liable (with their private assets) and unlimited. However, the civil society is at least the bearer of rights and obligations and has partial legal capacity vis-à-vis legal persons. More on this in the next section.
The GbR and legal capacity
If the civil law society establishes its own rights and obligations by participating in legal transactions, it is legally competent. The civil law society is also capable of forming a party. And she can even be sued under her name. Society can also sue on their behalf. In addition, she can be both a founder and a member of legal entities. In addition, it can even be entered in the land register according to Section 899a of the German Civil Code (BGB) , so it is “land registerable”.
The civil society company cannot, however, be entered in the land register as the property owner alone; In accordance with Section 47 (2) of the Land Register Regulations (GBO), the company and its shareholders must be entered in the land register. The GdbR cannot become an administrator according to the Condominium Act. According to § 13 BGB, the GdbR is a consumer because it is not a legal person.
In addition, a GbR is also eligible for checks. So she can write a check as well as be the beneficiary of the check.
For whom is the legal form GbR suitable?
This form of formation is suitable for start-ups who are at least two people and who prefer quick and easy processing. Because here the start-up costs are also manageable.
In addition, not even a contract is required, an oral agreement is sufficient. However, this is never recommended in business life, so a contractual fixation of all conditions is the better option. Anyone who opts for a society under civil law must, however, know that they are liable with their private assets.