Set up a GbR. No minimum capital.

You form a GbR (Gesellschaft bürgerlichen Rechts, a civil-law partnership) without a notary and without minimum capital: two people agree on a common purpose, and the partnership exists (§ 705 Abs. 1 BGB). The only mandatory steps afterwards are the registrations with the trade office and the tax office; the trade registration usually costs €20–65 depending on the city.

1. 1

   Agree on purpose and roles. What does the GbR do, who contributes money, work or contacts, and who decides what? The answers belong in the agreement.

2. 2

   Put the partnership agreement in writing. The law requires no form, but without written rules the default provisions of the BGB apply, see partnership agreement.

3. 3

   Choose a name. An unregistered GbR usually trades under the partners' names (“Kaya & Brandt GbR”); an invented name is possible. Whether it clashes with registered companies shows our company name check.

4. 4

   Open a business account. A GbR with legal capacity can hold its own account; banks usually ask for the agreement and the IDs of all partners. You can compare providers under business accounts.

5. 5

   Register the trade. Only if the GbR carries on a trade (§ 14 GewO); a GbR of freelance professionals registers no trade, see professional GbR. We handle the trade registration for you.

6. 6

   Tax office. The GbR itself files a questionnaire for tax registration (Fragebogen zur steuerlichen Erfassung) via ELSTER within one month (§ 138 Abs. 1b, 4 AO). Our filling-in guide helps.

7. 7

   Optional: company register. Mandatory only once the GbR wants to acquire land or GmbH shares, see eGbR.

Towards third parties the GbR comes into existence as soon as it takes part in legal dealings with the consent of all partners, for example by signing its first contract, and at the latest with its registration (§ 719 Abs. 1 BGB). From then on you are liable for its debts. We support you with the agreement, the registrations and the company register; you find our package under pricing.

The GbR itself costs nothing: there is no share capital, no notary fee and no registration unless you choose to register. What you pay depends on the activity.

A partnership agreement drafted by a lawyer costs extra, but it is the document everything depends on in a dispute; advice from a lawyer pays off especially when unequal contributions or a later exit need rules. Ongoing costs are bookkeeping and the GbR's tax returns, which we offer as annual accounts for the GbR. For comparison: a UG costs more with notary and commercial register but limits liability, see formation costs (in German).

The partnership agreement needs no particular form; it can even be oral or implied by conduct. One exception: if a partner undertakes to contribute land, the agreement must be notarised (§ 311b Abs. 1 BGB). Since 1 January 2024 the Act to Modernise the Law on Partnerships (MoPeG) governs the GbR; older templates often still cite the old sections.

Without an agreement the statute applies, and it rarely fits: everyone manages only jointly, every resolution needs all votes, and profit is shared by the agreed stakes, failing that by the value of the contributions, otherwise equally. Rules you should agree on:

• Purpose and contributions: What the GbR does and what each partner brings in: money, assets or working time (§ 709 Abs. 1 BGB).
• Stakes: The shares in votes, profit and loss, see profit sharing.
• Management and representation: Who may act alone and where the limit lies, see management.
• Resolutions: Majority for day-to-day matters, unanimity only for fundamentals.
• Remuneration and drawings: How much each partner may draw monthly before the annual profit is known.
• Leaving and severance: Notice period, exclusion, valuation of the share, succession on death, see leaving.
• Non-compete and ownership of results: Who keeps customers, code, trademarks and domains if you part ways.

We prepare an agreement covering these points for your GbR, see pricing.

Since 2024 the BGB expressly distinguishes two kinds (§ 705 Abs. 2 BGB). Founders almost always mean the first:

• GbR with legal capacity: The partners intend it to take part in legal dealings; it signs contracts in its own name, owns assets, can sue and be sued. If you run a business under a common name, the law presumes exactly that (§ 705 Abs. 3 BGB).
• GbR without legal capacity: A purely internal arrangement, such as a lottery syndicate or two self-employed people sharing office costs without appearing together. It has no assets (§ 740 Abs. 1 BGB); each partner contracts in their own name.

If you invoice as a team, have customers or share a business account, you have a GbR with legal capacity, intended or not. Liability follows automatically.

Since 2024 a GbR can be entered in the company register (Gesellschaftsregister, § 707 Abs. 1 BGB). It is kept by the same local courts as the commercial register; our commercial register directory lists the responsible court. Once registered, it carries the suffix “eingetragene Gesellschaft bürgerlichen Rechts” or “eGbR” (§ 707a Abs. 2 BGB).

Voluntary does not mean optional for everything: some transactions require registration.

• Real estate: A GbR is entered in the land register only if it is in the company register (§ 47 Abs. 2 GBO). This also applies to selling property a GbR already owned before 2024.
• GmbH shares: It can only be entered in a GmbH's or UG's list of shareholders if registered (§ 40 Abs. 1 Satz 3 GmbHG); the same applies to registered shares of a stock corporation.
• Stakes in an eGbR: A GbR should be registered as a partner of a registered GbR only if it is registered itself (§ 707a Abs. 1 BGB).
• Conversion: Change of legal form into a GmbH under the Transformation Act, see to a GmbH.

All partners sign the application (§ 707 Abs. 4 BGB); a notary certifies the signatures and files it electronically (§ 707b Nr. 2 BGB with § 12 HGB). It states the GbR's name, seat and address, all partners and their power of representation (§ 707 Abs. 2 BGB). Afterwards every change of partners and of representation must be filed (§ 707 Abs. 3 BGB), and the eGbR reports its beneficial owners to the transparency register. There is no way back to an unregistered GbR (§ 707a Abs. 4 BGB).

Every partner is personally and without limit liable for the GbR's debts, jointly and severally with the others (§ 721 BGB). A creditor can claim the full amount from whichever partner has the most to take; you settle the balance among yourselves.

• Agreements bind only internally. A liability cap in the partnership agreement has no effect on third parties (§ 721 Satz 2 BGB). Neither does a suffix like “GbR mbH” (BGH, II ZR 371/98).
• New partners are liable for old debts. Whoever joins later is also liable for obligations from before they joined (§ 721a BGB). Look at the books before you join.
• Former partners remain liable. For debts from their time for up to five years, see leaving.
• Also for the others' mistakes. If the GbR is liable for a partner's breach of duty, such as faulty advice, all other partners are liable too.

You can only limit the risk case by case: through agreements with the individual counterparty, professional or business liability insurance, or a different legal form. If you want liability limited to the company's assets as a rule, form a UG or GmbH.

Management (Geschäftsführung) is the internal side: who may decide. Representation (Vertretung) is the external side: who can bind the GbR. For both, the law assumes joint action:

• Management: All partners are entitled and obliged to manage, and may act only jointly, except where delay would cause harm (§ 715 Abs. 1, 3 BGB). Transactions beyond ordinary business need a resolution of all partners (§ 715 Abs. 2 BGB).
• Representation: All partners jointly unless the agreement says otherwise (§ 720 Abs. 1 BGB). Every contract would need everyone's signature.
• Resolutions: Unanimous unless the agreement provides for a majority (§ 714 BGB).

In practice the agreement therefore usually grants sole management and sole representation. Limits such as “contracts over €10,000 only jointly” then bind only internally: the scope of the power of representation cannot be restricted towards third parties (§ 720 Abs. 3 BGB). A partner who exceeds the limit still binds the GbR and owes the others damages. For an eGbR the power of representation is entered in the register.

Profit and loss follow the agreed stakes first, then the agreed value of the contributions, and only if neither exists are they shared per head (§ 709 Abs. 3 BGB). Accounts are settled, if in doubt, at the end of each calendar year (§ 718 BGB).

If one partner contributes capital and the other working time, the agreement should value both or provide for a management fee. For tax purposes such a fee is not a salary: it does not reduce the GbR's profit but forms part of the recipient's income from the GbR (§ 15 Abs. 1 Satz 1 Nr. 2 EStG, for professionals via § 18 Abs. 4 EStG). Agree at the same time what each partner may draw during the year.

Since 2024 a GbR no longer dissolves when a partner leaves; it continues with the others. Grounds for leaving are death, notice, insolvency, notice by a private creditor and exclusion for good cause (§ 723 Abs. 1 BGB); the agreement can add more.

• Notice: Without a rule, three months to the end of the calendar year (§ 725 Abs. 1 BGB); for good cause, immediately. The agreement cannot exclude the right to give notice for good cause.
• Severance: The leaving partner receives severance appropriate to the value of their share and is released from the debts (§ 728 BGB). Without a valuation rule in the agreement the value is estimated, which often leads to disputes.
• Continuing liability: They remain liable for obligations created before leaving if these fall due within five years and are established against them (§ 728b BGB). The period starts once the creditor knows of the exit or it is entered in the company register, so it pays to notify all business partners.
• Two-partner GbR: If only one partner remains, the GbR ends without liquidation and its assets pass to that partner (§ 712a BGB). The GbR becomes a sole proprietorship.
• Death: The heirs step in only if the agreement provides for continuation with them (§ 711 Abs. 2 BGB); otherwise they are entitled to the severance.

A GbR stays a GbR as long as its business does not need a commercially organised operation. Once turnover, staff, credit dealings or stock require commercial organisation, it carries on a commercial business (Handelsgewerbe, § 1 Abs. 2 HGB) and is by law a general partnership, an OHG (§ 105 Abs. 1 HGB). There is no fixed turnover threshold for this.

The OHG must be entered in the commercial register (§ 106 Abs. 1 HGB) and keep a balance sheet. A small business may become an OHG voluntarily (§ 107 Abs. 1 HGB), professionals only if their professional rules allow it. An eGbR that is already registered moves to the commercial register by a change of status (§ 707c BGB). Liability does not change in any case.

Whether the GbR registers a trade and pays trade tax depends on what all partners do. It is a professional partnership only if every partner practises a liberal profession under § 18 Abs. 1 Nr. 1 EStG, such as doctor, architect, engineer, journalist or tax advisor, and works in a leading and responsible role. A single partner without such a profession makes the whole GbR commercial.

On top comes the contagion rule (Abfärbewirkung): if a professional GbR carries on even a minor commercial activity, such as selling products or earning referral commissions, all its income counts as commercial (§ 15 Abs. 3 Nr. 1 EStG). The Federal Fiscal Court tolerates a small commercial share as long as it does not exceed 3% of net turnover and €24,500 a year (BFH, VIII R 6/12). If you plan more, move the commercial part into a second GbR with the same partners.

Professional partnerships register with the tax office only; our starter kit for freelancers covers this route.

The GbR pays no income tax; its partners do. The tax office determines the GbR's profit separately and uniformly and allocates it to the partners (gesonderte und einheitliche Feststellung, § 180 Abs. 1 Satz 1 Nr. 2 Buchst. a AO); each partner pays tax on their share at their personal rate.

• Trade tax: If the GbR is commercial, it owes the trade tax itself (§ 5 Abs. 1 Satz 3 GewStG). It deducts an allowance of €24,500 from its trade income, once for the GbR, not per partner; the rest is multiplied by the 3.5% base rate and the municipality's multiplier (§ 11 GewStG).
• Credit: Each partner deducts four times their share of the trade tax base amount from their income tax (§ 35 Abs. 1 Nr. 2 EStG). Up to a multiplier of around 400% this usually offsets the trade tax.
• VAT: The GbR is the business for VAT. With turnover of up to €25,000 in the previous year and €100,000 in the current year it can use the small business scheme (§ 19 Abs. 1 UStG); what counts is the GbR's turnover, not the partners'.
• Profit calculation: Cash-basis accounts (Einnahmen-Überschuss-Rechnung) as long as the GbR carries on no commercial business. A commercial GbR must keep a balance sheet once the tax office requires it because of more than €800,000 turnover or €80,000 profit (§ 141 Abs. 1 AO).

After formation, the GbR and its partners have these obligations:

• Tax office: Questionnaire for tax registration within one month (§ 138 Abs. 1b, 4 AO); the responsible office is listed in our tax office directory. Then VAT pre-returns unless the GbR uses the small business scheme.
• Annual returns: Return for the separate determination with cash-basis accounts, VAT return and, for a commercial GbR, trade tax return. Each partner also files their own income tax return.
• Chamber of commerce: A commercial GbR is a member of the IHK or chamber of crafts. It pays no fee as long as it is not in the commercial register and its trade income does not exceed €5,200 (§ 3 Abs. 3 IHKG).
• Transparency register: Only the eGbR reports its beneficial owners (§ 20 Abs. 1 GwG) and pays €19.80 a year.
• Legal notice and invoices: Website and invoices state the GbR's name and address (§ 5 DDG); it is customary and safe to name the partners with power of representation, and for an eGbR the register court and number.

A partner tax firm handles the GbR's bookkeeping and annual returns, see annual accounts for the GbR and bookkeeping.

When the risk grows, the GbR can change its legal form. A registered GbR can convert into a GmbH by a change of legal form (§ 191 UmwG), keeping its assets and contracts. An unregistered GbR must first be entered in the company register.

Alternatively the partners form a GmbH and contribute their GbR shares as a contribution in kind; under certain conditions this is possible without realising hidden reserves for tax. It does not work for a UG, which may not accept contributions in kind. Which route fits is a question for a tax advisor. If you want to start without personal liability, form a GmbH or UG right away.

As of 9 October 2026. Trade registration and transparency register fees from our formation cost calculator (in German). This guide is no substitute for legal or tax advice; for your case, get advice from a lawyer or a tax advisor.

Statutes

• § 705 BGB
• § 311b BGB
• § 719 BGB
• § 740 BGB
• § 707 BGB
• § 707a BGB
• § 707b BGB
• § 12 HGB
• § 47 GBO
• § 40 GmbHG
• § 721 BGB
• § 721a BGB
• § 715 BGB
• § 720 BGB
• § 714 BGB
• § 709 BGB
• § 718 BGB
• § 723 BGB
• § 725 BGB
• § 728 BGB
• § 728b BGB
• § 712a BGB
• § 711 BGB
• § 1 HGB
• § 105 HGB
• § 106 HGB
• § 107 HGB
• § 707c BGB
• § 18 EStG
• § 15 EStG
• § 14 GewO
• § 138 AO
• § 180 AO
• § 5 GewStG
• § 11 GewStG
• § 35 EStG
• § 19 UStG
• § 141 AO
• § 3 IHKG
• § 20 GwG
• § 5 DDG
• § 191 UmwG