Set up a GmbH & Co. KG. Flexible, with limited liability.

A GmbH & Co. KG is formed in two steps: first you set up the GmbH at the notary, which joins as general partner (Komplementärin) with unlimited liability. Then it signs the partnership agreement with the limited partners (Kommanditisten), and all partners file the KG with the commercial register. Notary and register cost from €590.55 for the general partner GmbH; the KG's filing comes on top.

1. 1

   Decide the structure. Who becomes a limited partner, with what liability amount and what contribution? Who holds the GmbH's shares, and who manages it? The answers decide liability and tax, see liability amount and taxes.

2. 2

   Check two company names. The KG and the GmbH each need a name, see company name. Whether they are free is shown by our company name check.

3. 3

   Notarise the general partner GmbH. With the sample protocol or articles; its object is usually to assume personal liability and management in the KG. Before the filing, at least €12,500 must be paid in overall, a quarter on each share (§ 7 Abs. 2 GmbHG).

4. 4

   Have the GmbH registered. The GmbH comes into existence on registration (§ 11 Abs. 1 GmbHG). Anyone acting in its name before that is personally liable (§ 11 Abs. 2 GmbHG). The KG is usually filed afterwards, because its filing states the general partner's register court and number (§ 106 Abs. 2 Nr. 2 HGB).

5. 5

   Sign the partnership agreement. No form is required, but put it in writing. It needs a notary if a partner contributes land (§ 311b Abs. 1 BGB) or if it obliges partners to transfer GmbH shares (§ 15 Abs. 4 GmbHG), for example so that the KG interest and the GmbH share always pass together.

6. 6

   File the KG with the commercial register. All partners sign (§ 106 Abs. 7 HGB), the notary certifies and files electronically (§ 12 Abs. 1 HGB), also by video. Besides name, seat, address and partners, the filing names each limited partner with their liability amount (§ 162 Abs. 1 HGB). The KG is entered in section A of the commercial register, the GmbH in section B.

7. 7

   Tax office, trade office, transparency register. For both companies, see obligations after formation.

If you already have a GmbH, it can serve as general partner and you skip the first step. With firma.de the notarisation is usually possible within 48 hours; the entries depend on the registry court. Our package is under pricing.

The costs arise twice: for forming the GmbH and for filing the KG. For the GmbH, the notary charges as for any GmbH formation:

For the KG's filing, the notary charges for drafting and certification on a business value equal to the sum of all liability amounts plus €30,000 for the general partner, at least €30,000 (§ 105 Abs. 1 Nr. 5 GNotKG); the registry court's entry fee comes on top. The higher the liability amounts, the more the filing costs. A partnership agreement drafted by a lawyer, the trade registration and €19.80 a year per company for the transparency register are extra.

With a UG as general partner, the first item falls to €464.89 with €1,000 share capital; what that means for liability and the reserve is explained under forming a UG & Co. KG. Work out each GmbH item in our formation cost calculator (in German).

The KG has no minimum capital. Each limited partner is liable to the KG's creditors directly, but only up to their liability amount (Haftsumme), and not at all once they have paid in their contribution (§ 171 Abs. 1 HGB). What counts is the amount entered in the commercial register (§ 172 Abs. 1 HGB).

• Liability amount and agreed contribution differ. The liability amount applies to creditors and is in the register. The agreed contribution (Pflichteinlage) is what the limited partner owes the KG under the agreement; it can be higher, for example when the KG needs more capital than someone wants to risk externally.
• Waivers and deferrals do not bind creditors. If the partners waive or defer a contribution, liability towards creditors remains (§ 172 Abs. 3 HGB).
• Repayment revives liability. If the KG pays a contribution back, it counts as not paid towards creditors (§ 172 Abs. 4 HGB). With a €20,000 liability amount, fully paid in, and €5,000 repaid, the limited partner is liable again for €5,000. The same applies to profit withdrawals while losses have pushed the capital account below the liability amount.
• The liability amount matters for tax too. A limited partner can offset KG losses against other income only as far as no negative capital account arises; beyond that only up to the amount by which their registered liability amount exceeds the contribution paid (§ 15a Abs. 1 EStG). The rest is offset against later profits from the KG.

Raising the liability amount is simple; a reduction does not bind creditors whose claims already existed when it was entered (§ 174 HGB). Many KGs therefore register a moderate liability amount and arrange further capital through agreed contributions or shareholder loans.

The riskiest phase is between the partnership agreement and the entry. If the KG already does business, every limited partner who agreed to it is liable for the debts incurred until the entry like a general partner, that is without limit. The only exception is creditors who knew they were a limited partner (§ 176 Abs. 1 HGB).

• Register first, then start. The safest course is to sign contracts in the KG's name only after the entry.
• Asset-holding KG: If the company only manages its own assets, such as real estate, it becomes a KG only on registration (§ 107 Abs. 1 HGB). Before that it is a GbR, in which all partners are personally liable.
• Trading KG: It comes into existence towards third parties on registration, but earlier as soon as it does business with the consent of all partners (§ 123 Abs. 1 HGB). An agreement that it should only come into existence later does not bind third parties (§ 123 Abs. 2 HGB).
• Joining later: The same applies to a limited partner joining an existing KG until their entry is registered (§ 176 Abs. 2 HGB). That is why joining on condition of registration is common.

The KG needs the suffix “Kommanditgesellschaft” or “KG” (§ 19 Abs. 1 Nr. 3 HGB). Because no natural person is liable without limit, the name must also show the limitation of liability (§ 19 Abs. 2 HGB); the usual form is “GmbH & Co. KG”. The general partner GmbH has a name of its own, often with “Verwaltungs-” or “Beteiligungs-”, so the two are not confused in business. Every new name must be clearly distinguishable from those registered in the same place (§ 30 Abs. 1 HGB).

Invoices, letters and emails must show the KG's name, seat, registry court and number, and the same details for the general partner GmbH including its managing directors (§ 125 Abs. 1, § 177a HGB). Anyone trading without the liability suffix risks being liable personally, because business partners could assume a personally liable person.

The general partner GmbH is liable for all of the KG's debts without limit (§ 126 HGB), but only with its own assets. It manages and represents the KG, acting through its managing directors. Limited partners may not (§§ 164, 170 Abs. 1 HGB), but they have rights:

• Consent to the unusual. Transactions beyond ordinary business, such as buying land or starting a new line of business, need a resolution of all partners (§ 164, § 116 Abs. 2 HGB) unless the agreement says otherwise.
• Control. Every limited partner can demand a copy of the annual accounts, inspect the records behind them and request information as far as needed to exercise their rights (§ 166 Abs. 1 HGB). This cannot be excluded.
• Managing director of the GmbH. A limited partner can also be managing director of the general partner GmbH; that is the norm in family and founder KGs. They then run the KG through the GmbH.

If the KG becomes insolvent or over-indebted, the GmbH's managing directors must file for insolvency for the KG, within three or six weeks at the latest (§ 15a Abs. 1 InsO). For the managing director's duties in detail, see forming a GmbH.

In the classic GmbH & Co. KG, the limited partners also hold the GmbH's shares, ideally in the same ratio. If someone sells or bequeaths only one of the two, the companies drift apart. The unified KG (Einheits-KG) solves this: the KG itself holds all shares in its general partner GmbH.

• Who votes in the GmbH: Since 2024 the law provides that the limited partners exercise the KG's rights in the GmbH's shareholders' meeting unless agreed otherwise (§ 170 Abs. 2 HGB). Before, the GmbH's managing director represented the KG there too and so controlled themselves.
• No contribution in GmbH shares: If a limited partner contributes their GmbH shares, the contribution counts as not paid towards creditors (§ 172 Abs. 5 HGB). It is safer to pay the contribution in cash and let the KG buy the shares.
• A notary for the transfer: The assignment of the GmbH shares to the KG is notarised (§ 15 Abs. 3 GmbHG).
• Taxes: According to the Federal Fiscal Court, a unified KG also remains a commercially stamped partnership even though the limited partners control the GmbH, see taxes.

The KG itself pays neither income tax nor corporate income tax. The tax office determines its profit uniformly and allocates it to the partners (§ 180 Abs. 1 Nr. 2 AO); each pays tax on their share at their personal rate as business income (§ 15 Abs. 1 Satz 1 Nr. 2 EStG). This is the transparency principle.

• Commercially stamped. If only corporations are general partners and only they or non-partners have management authority, the KG's activity always counts as a business (§ 15 Abs. 3 Nr. 2 EStG, gewerblich geprägte Personengesellschaft). That applies to the typical GmbH & Co. KG, even if it only lets real estate. Consequence: its assets are business assets, and gains on sale are taxable no matter how long the KG has held them.
• Trade tax. The KG owes it (§ 5 Abs. 1 GewStG). Partnerships have an allowance of €24,500 (§ 11 Abs. 1 GewStG), the base rate is 3.5% times the municipal multiplier. A KG that only manages its own real estate can apply for the extended reduction: the income from managing and using the property then drops out of the trade income (§ 9 Nr. 1 Satz 2 GewStG).
• Credit for individuals. Four times the partner's share of the trade tax base amount reduces their income tax, at most by the trade tax actually paid (§ 35 EStG).
• Special remuneration. Salary, interest or rent a partner receives from the KG is part of their business profit share (§ 15 Abs. 1 Satz 1 Nr. 2 EStG). This includes a limited partner's salary as managing director of the GmbH if the KG bears it; it increases the KG's trade income.
• The general partner GmbH. It pays corporate income tax on its liability fee and any profit share. If limited partners hold its shares, these usually count as their business assets in the KG; that matters on sale, gift and inheritance.
• Opting for corporate tax. On an irrevocable application, the KG is taxed on income like a corporation (§ 1a KStG); for a new company up to one month after the partnership agreement is signed.

The stamping can be avoided by giving a limited partner management authority in the KG. Restructuring an existing stamped KG this way can, however, trigger a deemed discontinuation of the business and tax on all hidden reserves. Decisions like these belong with a tax advisor before the formation.

If a KG has no natural person as general partner, its annual accounts follow the rules for corporations (§ 264a Abs. 1 HGB). The GmbH & Co. KG therefore reports like a GmbH:

• Notes and deadlines: Balance sheet, profit and loss account and notes (micro companies can drop the notes under conditions), prepared within the first three months of the following year, as a small company within up to six months (§ 264 Abs. 1 HGB).
• Size classes: Small means not exceeding two of the three thresholds €7.5 million total assets, €15 million revenue and 50 employees (§ 267 Abs. 1 HGB); micro means €450,000, €900,000 and 10 employees (§ 267a Abs. 1 HGB). From medium size, the accounts are audited (§ 316 Abs. 1 HGB).
• Publication: In the company register within twelve months of the balance sheet date (§ 325 Abs. 1a HGB). Micro companies may deposit their balance sheet instead of publishing it (§ 326 Abs. 2 HGB).
• Two sets of accounts: The general partner GmbH prepares and publishes annual accounts of its own.

More under annual accounts for partnerships and annual accounts for corporations.

For a single operating business, a GmbH is usually simpler. If you mainly want to keep profits in the company, look at a holding; for real estate, compare the real estate GmbH.

After the entries, each of the two companies has its own obligations:

• Tax office: For the KG and the GmbH, one tax registration questionnaire each within one month via ELSTER (§ 138 Abs. 1b, 4 AO); our filling guide (in German) walks through it, the tax office directory shows the responsible office.
• Trade office: The KG registers its trade if it runs one (§ 14 GewO), see trade registration.
• Transparency register: Both report their beneficial owners (§ 20 GwG), €19.80 a year each.
• Account: The KG needs its own business account for contributions and payments, see business accounts.
• Keep the register current: Limited partners joining and leaving and every change of a liability amount are filed with notarial certification (§ 162 Abs. 2, § 175 HGB). Find the responsible court in our commercial register directory.

As of 9 October 2026. Our formation cost calculator (in German) computes the general partner's costs under the GNotKG and the commercial register fee ordinance. This guide is no substitute for legal or tax advice; for your case, get advice from a lawyer or a tax advisor.

Statutes

• § 161 HGB
• § 7 GmbHG
• § 11 GmbHG
• § 15 GmbHG
• § 311b BGB
• § 12 HGB
• § 106 HGB
• § 162 HGB
• § 105 GNotKG
• § 171 HGB
• § 172 HGB
• § 174 HGB
• § 15a EStG
• § 123 HGB
• § 107 HGB
• § 176 HGB
• § 19 HGB
• § 30 HGB
• § 125 HGB
• § 177a HGB
• § 126 HGB
• § 164 HGB
• § 116 HGB
• § 166 HGB
• § 170 HGB
• § 15a InsO
• § 15 EStG
• § 180 AO
• § 2 GewStG
• § 5 GewStG
• § 9 GewStG
• § 11 GewStG
• § 35 EStG
• § 1a KStG
• § 264a HGB
• § 264 HGB
• § 267 HGB
• § 267a HGB
• § 316 HGB
• § 325 HGB
• § 326 HGB
• § 138 AO
• § 14 GewO
• § 20 GwG
• § 175 HGB