Meaning of GbR Part IV

Meaning of GbR Part IV

What does it cost to found a GbR?

In any case, the fees for the business registration are due for the establishment, these can vary depending on the city and region and cost up to around 60 euros. In addition, in individual cases there are costs for possible legal advice or the help of a notary if contracts for real estate are necessary.

Does a GbR need a fixed share capital?

No share capital is required by law for the GbR. Of course, you can’t run a business without money. Therefore, a minimum capital is required in any case.

The minimum capital for the GbR

Since there is no legal provision, but the company cannot be operated without money, in practice the GbR contract regulates the contributions of each shareholder individually, which he brings into the company at the beginning.

Is there a turnover limit for the GbR?

According to WHICHEVERHEALTH, the GbR is intended for small businesses within the framework of the small business regulation , which is also used for bookkeeping. Therefore an income-surplus-calculation is sufficient. Small businesses according to § 19 UstG are, however, only small businesses with annual sales up to € 17,500 in the previous year and may exceed this limit for a maximum of one year (€ 50,000). Whoever comes over this amount permanently, can no longer continue as a company under civil law and must then convert into an OHG and also be entered in the commercial register.

Management and representation

All shareholders are jointly entitled for all activities that serve the business purpose. This also includes the management and external representation. For example, correspondence, bookkeeping and the conclusion of contracts. All shareholders must agree in each case. Optionally, one can also be designated for this alone. However, this regulation must also be set out in writing in the contract when the company is founded.

GbR: liability in civil law society

The GdbR not only has advantages. In a society under civil law, all partners are jointly and severally liable. Each partner must be individually liable for all liabilities of the GdbR, if necessary, liability is also required with private assets.

In the internal relationship, a recourse claim can be asserted against co-shareholders, it does not develop any debt-discharging effect in the external relationship. In the case of closed real estate funds and building owner associations, the shareholders can invoke their liability limitations.

Does a GbR have to make additional payments?

The obligation to make additional payments in the event of a loss is regulated in Section 735 of the German Civil Code ( BGB ). After that, the shareholders have to pay for shortfalls, i.e. joint debts. And each in the amount or in the ratio according to which they also have to bear the loss.

If one of them cannot raise this amount, the others must bear this loss in the same proportion. An obligation to make additional contributions is also possible if the deposits are increased and if the company is dissolved. The obligation to make additional contributions should ideally be regulated in the articles of association.

Distribution of profit and loss in the GbR

Unless otherwise agreed in the articles of association, each partner receives the same share of the profit or loss, regardless of the size of his business share . This is regulated in Section 722 (1) of the German Civil Code (BGB) .
In the articles of association, however, it can be agreed that profits and losses are distributed according to quotas or according to the capital shares brought in.

Distribution after dissolution:

The civil law partnership can be dissolved by a resolution of all shareholders. The dissolution can, however, also take place through termination by a partner or through achievement of the company’s purpose. If no continuation clause has been agreed, the dissolution can also take place through the death of a partner.

The distribution of profits and losses is regulated in Section 721 of the German Civil Code ( BGB ). Thereafter, the distribution takes place either after the dissolution of the company or, if the duration is longer, at the end of each financial year.

Are there tax advantages with a GbR?

There are not automatically tax benefits just because you set up a civil society. However, those who manage real estate can save taxes when the real estate is not used commercially.

For the purchase of land, however, there are real estate transfer taxes that must be paid to the tax office. Otherwise, the GbR is of course subject to tax, but does not have to pay income tax or corporation tax.

It is true that the civil law company does not pay per se, but the individual shareholders must pay income tax on the profits they generate from the civil law company. In addition, there is trade tax and those who do not want to make use of the small business regulation are also subject to sales tax.

The trade tax is due from an annual trade income of currently 24,500 euros. But the business tax is not to be paid by freelancers.

Meaning of GbR Part IV