Requirements for the establishment of the GbR
- First of all, at least two people are required to found this GbR and want to pursue a common corporate purpose.
- The company may not pursue any commercial activity , as otherwise a company would have to be founded in accordance with commercial law and the provisions of the HGB, for example an OHG.
- The question of liability must be clarified, as every partner must be aware that they are jointly and severally liable with their private assets.
How many founders and shareholders does a GbR need?
At least two people are required. Further shareholders can be added at any time later. Then a contract must be drawn up between the previous and the new shareholder. All shareholders must agree to the admission and the contract.
Draw up the partnership agreement of the GbR
According to TOPBBACOLLEGES, a partnership agreement does not necessarily have to be concluded. The conclusion forms the constitutive act of society formation. The articles of association can be concluded orally or in writing as well as by implied action. Implicit action is given, for example, by moving into a shared apartment. In some cases, a notarial certification of the articles of association is necessary:
- bringing a piece of land into the company
- in the case of leasehold rights such as heritable building rights
- when the right to a property is brought into the company.
A common legal purpose must be agreed in the articles of association.
Who is allowed to draw up contracts at a GbR?
At the GbR, every partner can conclude contracts. However, it may also be stipulated at the time of formation that only everyone may conclude a contract together. It is also possible to name one of the partners who can legally act on behalf of everyone and conclude contracts.
Although the contract can also be concluded verbally and informally, it is better to put it in writing in case there are later disagreements. Important points that should be included in the contract are, for example:
- Corporate purpose
- Determination of the management and representation
- Internal liability distribution as well as profit and loss distribution
- The amount of the work remuneration and the right to withdraw
- Non-competition clause
- Departure of a partner,
- Assignment of business shares
- Death of a partner
- Severance pay
Sample GbR contract for the property community
When it comes to real estate, the notarial form must also be adhered to, as already discussed above. Therefore, deviating from the standard model, the contracts should be designed specifically for real estate and, depending on the individual case, be drawn up appropriately by the notary.
GbR registration – where should the GbR be registered?
There are no complicated processes to consider. It is only important to distinguish whether the GbR is a freelance activity or not. For freelancers , the registration at the trade office, which is necessary for tradespeople, is no longer necessary.
Registration at the trade office
All shareholders must register the trade with the competent trade office if it is a small trade.
Registration with the tax office – does a GbR have to be registered with the tax office?
For the tax office, it does not matter whether you are a freelancer or a trader. The GbR must be registered there in any case. This is important in order to obtain a tax number and a sales tax number (if necessary). For a small business (turnover of less than € 17,500 per year), no sales tax is normally due.
Does a GbR have to be entered in the commercial register?
Only trading companies that are processed in accordance with the German Commercial Code are entered in the commercial register. It is therefore neither necessary nor even possible to enter the GbR in the commercial register.
Open a business account – does a GbR need a business account?
It is not required by law, but it makes sense if the private finances of the shareholders run separately from the social finances and transactions. This is more transparent for those involved and makes it easier to get an overview.
Which bank offers the best business account for a GbR?
There is no general answer to the question. Not even every bank offers business accounts, only private accounts. And even with the business accounts, it depends on the sums that flow through how many postings and account statements are necessary.
Are cards issued or is everything done online? It is therefore best to obtain various offers from your previous house bank or to study price comparisons on the Internet.
The naming – what should be considered with the name of the GbR?
First of all, the GbR is not a company, but a company and therefore cannot be given a company name. It is possible to assign a business name and the addition “GbR” must be mentioned.
In addition, the first and last name of the shareholders must always be given in business transactions. For many shareholders, however, this would be a hindrance in the name. If there are only two, a “Müller und Schulze GbR, It-Service” would be possible. It is also important that the name is clear and not misleading or confused with other companies.