GmbH & Co. KG formation: Process, costs and services at a glance - firma.de

GmbH & Co. KG formation: Kickstart your enterprise with firma.de

Focus on growing your business right from the start.

  • Get up and running as quickly as possible
  • Form your company without having to navigate German bureaucracy
  • Receive ongoing support from a dedicated consultant
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Our GmbH & Co. KG packages: Tailored solutions for your formation

Classic

Includes personal telephone consultation and all services for setting up a GmbH & Co. KG
489 €
/

one-time*

*Net price
Top features:
  • Company name check with the Chamber of Commerce and Industry (IHK)
  • Notary appointment in your city of choice
  • Preparation of the opening of your company bank account
  • Handling of your company's entry into the commercial register (Handelsregister)
  • Preparation of your trade registration (Gewerbeanmeldung)

firma.de

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A dedicated consultant

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Contract and document templates

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Checklists and form pre-filling

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Coordination and referrals

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On demand telephone support

CLLB Rechtsanwälte PartmbB

Individual GmbH & Co. KG articles of association from a lawyer optionally selectable in the shopping cart**

firma.de Firmenbaukasten AG does not provide legal advice itself; firma.de works exclusively with lawyers and independent tax advisors who specialise in the field of limited liability entrepreneurial companies

ETL Wablat & Kollegen Patent- und Rechtsanwaltsgesellschaft mbH

Protect your brand, company name and logo in Germany

Provision of legal services is by Breuer Lehmann Rechtsanwälte Partnerschaft mbB, Steinsdorfstr. 19, 80538 München

Protect your company’s most valuable asset with an EU trademark

Provision of legal services is by Breuer Lehmann Rechtsanwälte Partnerschaft mbB, Steinsdorfstr. 19, 80538 München

Other Services

Digital handbook for founders: Firma gründen (currently only available in German)

Obligation-free insurance check by AXA or Hiscox

Free 30-day trial of meineSCHUFA premium

Placetel all-in-one telephone solution

Obligation-free business address offer by REGUS

All-In

Classic package plus
- bookkeeping
- annual accounts
628 €
/

one-time*

*Net price
All features of the Classic package plus:
  • Set up of bookkeeping services
  • Set up of financial accounting

firma.de

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Direct line to the firma.de executive team

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Set up of financial accounting €100 (plus preparation of annual accounts for €999)

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Set up of bookkeeping services €39 (plus €75 for up to 40 entries per month)

checked

A dedicated consultant

checked

Contract and document templates

checked

Checklists and form pre-filling

checked

Coordination and referrals

checked

On demand telephone support

CLLB Rechtsanwälte PartmbB

Individual GmbH & Co. KG articles of association from a lawyer optionally selectable in the shopping cart**

firma.de Firmenbaukasten AG does not provide legal advice itself; firma.de works exclusively with lawyers and independent tax advisors who specialise in the field of limited liability entrepreneurial companies

ETL Wablat & Kollegen Patent- und Rechtsanwaltsgesellschaft mbH

Protect your brand, company name and logo in Germany

Provision of legal services is by Breuer Lehmann Rechtsanwälte Partnerschaft mbB, Steinsdorfstr. 19, 80538 München

Protect your company’s most valuable asset with an EU trademark

Provision of legal services is by Breuer Lehmann Rechtsanwälte Partnerschaft mbB, Steinsdorfstr. 19, 80538 München

Other Services

Digital handbook for founders: Firma gründen (currently only available in German)

Obligation-free insurance check by AXA or Hiscox

Free 30-day trial of meineSCHUFA premium

Placetel all-in-one telephone solution

Obligation-free business address offer by REGUS

Net prices

Want to go for the big exit? Minimise taxes with our Holding packages

Our GmbH & Co. KG packages: Tailored solutions at fair prices

ClassicAll-In
firma.de
Direct line to the firma.de executive team
Set up of financial accounting €100 (plus preparation of annual accounts for €999)
Set up of bookkeeping services €39 (plus €75 for up to 40 entries per month)
A dedicated consultant
Contract and document templates
User friendly opening balance sheet template
Employment contract template (part-time)
Employment contract template (full-time)
Temporary personnel contract template
Internship contract template
Loan contract template
Freelancer contract template
Letterhead, legal disclosure and invoice templates
Checklists and form pre-filling
Completion of the trade registration form (Gewerbeanmeldung)
Coordination and referrals
Timely preparation of your Trade registration (Gewerbeanmeldung)
Coordination of all necessary legal formalities
Timely preparation of your tax office questionnaire (Finanzamtfragebogen) for the application of your VAT ID (USt.-ID)
An expert consultant to guide you through the process
Referral to a qualified tax adviser in your area
On demand telephone support
CLLB Rechtsanwälte PartmbB

Individual GmbH & Co. KG articles of association from a lawyer optionally selectable in the shopping cart**

firma.de Firmenbaukasten AG does not provide legal advice itself; firma.de works exclusively with lawyers and independent tax advisors who specialise in the field of limited liability entrepreneurial companies
OptionalOptional
ETL Wablat & Kollegen Patent- und Rechtsanwaltsgesellschaft mbH

Protect your brand, company name and logo in Germany

Provision of legal services is by Breuer Lehmann Rechtsanwälte Partnerschaft mbB, Steinsdorfstr. 19, 80538 München
OptionalOptional

Protect your company’s most valuable asset with an EU trademark

Provision of legal services is by Breuer Lehmann Rechtsanwälte Partnerschaft mbB, Steinsdorfstr. 19, 80538 München
OptionalOptional
Other Services
Digital handbook for founders: Firma gründen (currently only available in German)OptionalOptional
Obligation-free insurance check by AXA or HiscoxOptionalOptional
Free 30-day trial of meineSCHUFA premiumOptionalOptional
Placetel all-in-one telephone solutionOptionalOptional
Obligation-free business address offer by REGUSOptionalOptional
489€ excluding tax628€ excluding tax
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Note:
The notary fees and the costs for entry in the commercial register (Handelsregister) are not included in the price and are charged separately.
** firma.de Firmenbaukasten AG does not provide legal advice itself but works exclusively with lawyers and independent tax advisers who specialise in the field of limited liability entrepreneurial companies. Please make an appointment: +49 611 17207-0 or by e-mail at support@firma.de.

Automate your GmbH & Co. KG formation with us

  • benefit-star

    Easy capital raising

    Your GmbH & Co. KG makes capital raising easier by simply adding limited partners to the company.

  • benefit-coffee

    Limited liability

    The corporate form GmbH & Co. KG offers the best of two worlds. Enjoy the advantages of an unincorporated business while still having the limited liability of a company.

  • benefit-speed

    Flexible management

    As a managing director of a GmbH & Co. KG, you can freely engage external specialists as required.

Set up your business with firma.de in ten easy steps

  1. You authorise firma.de to set up your business.
  2. You receive expert advice from our consultants.
  3. We arrange your company name check with the IHK (chamber of commerce).
  4. We arrange and schedule your notary appointment in your city of choice.
  5. After your notary appointment we arrange the opening of your company bank account.
  6. Directly after entry in the Handelsregistereintrag (commercial register), we coordinate the notary appointment for the signing of the KG contract.
  7. At the same time, we prepare the Gewerbeanmeldung (business registration) and Finanzamtfragebogen (tax office questionnaire).
  8. We recommend a suitable firma.de partner tax consultant for a personal consultation for preparing the opening balance sheet.
  9. You can launch your business!
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Frequently asked questions about the GmbH & Co. KG

What is a GmbH & Co. KG?

The GmbH & Co. KG is a particular form of the Kommanditgesellschaft (KG) which in English means "limited partnership".

Typically KGs are joint partnerships of at least two natural or legal persons, comprising at least one general partner, whose liability is unlimited (Komplementär) and a limited partner (Kommanditist).

In the case of a GmbH & Co. KG, the GmbH functions as the general partner (Komplementär), so the liability of the GmbH & Co. KG is limited to the GmbH's company assets.

Shareholder partners of the GmbH & Co. KG, are accountable only with their share capital, comparable to a straight KG corporate structure.

What is a UG & Co. KG?

The corporate form UG & Co. KG is very similar to a GmbH & Co. KG with the main difference being a much lower startup capital requirement for the former.

The UG & Co. KG is a combination of two corporate forms: a Kommanditgesellschaft (KG) - a type of limited partnership - and a UG (haftungsbeschränkt) - a special form of GmbH.

As with the GmbH & Co. KG, the UG is the Komplementär (unlimited partner or general partner) within the KG structure. This KG also has unlimited liability, but only through its corporate form.

The liability of the Kommanditisten (limited partners) of the UG & Co. KG is limited to their capital investment.

What are the rules for naming a GmbH & Co. KG?

Your official company name must contain the suffix "GmbH & Co. KG", e.g. Taxodrome GmbH & Co. KG or Homerun GmbH & Co. KG.

This way the company structure is transparent and shows that one of the general partners is a GmbH rather than a natural person.

​What makes the GmbH & Co. KG attractive for founders?

Simplified capital raising

Your GmbH & Co. KG can quickly increase its capital by merely adding investors as limited partners.

Limited liability

A GmbH & Co. KG enjoys limited liability. Since the general partner is a legal entity with limited liability, damages are limited to the GmbH’s company assets.

Secure continuance of the company

Unlike a regular KG, this corporate hybrid can exist forever using the same corporate name. As the GmbH is a legal person, this guarantees the continuance of its name. However, this is not the case for a regular limited partnership - when one of its partners dies this triggers the dissolution of the entity.

​Who is the managing director in a GmbH & Co. KG?

A GmbH & Co. KG is represented externally by the general partner - the GmbH’s managing director.

Limited partners are usually not involved in day-to-day management, but can exercise their right to vote on extraordinary decisions.

​ Who can be appointed as managing director of a GmbH & Co. KG?

You can choose to employ external experts as managing directors of the GmbH rather than appointing a shareholder.

This option is not available to regular limited partnerships since only the general partners are entitled to lead the company.

Which are the rights of GmbH & Co. KG partners?

The GmbH & Co. KG consists of a GmbH as a general partner plus one or more limited partners. The company's notarised articles of association determine the rights of all partners.

According to the German commercial code, decisions of the partners should be unanimous, with any disagreements being regulated within the articles.

While special rules apply to the GmbH in a GmbH & Co. KG with regards to capital deposits and management, limited partners have the same rights and obligations as they would in a conventional KG.

​How much must the GmbH's investment in the GmbH & Co. KG be?

Within the GmbH & Co. KG structure, the GmbH is not obliged to invest the totality of its assets into the partnership.

Furthermore, if a Kommanditgesellschaft is converted into a GmbH & Co. KG it is possible that the GmbH functions only as a limited partner without making a capital investment.

​How do limited partners contribute to the GmbH & Co. KG?

For limited partners, a copulsary contribution (Pflichteinlage) is set is the amount that limited partners have to contribute to join the company. This amount is entered into the commercial register (Handelsregister) and determines what each partner is liable for.

​How is a GmbH & Co. KG taxed?

The GmbH & Co. KG has a whole doesn’t have to pay corporate tax (Körperschaftssteuer) or income tax (Einkommenssteuer).

However, profits generated by the GmbH as a general partner are taxable, and KG limited partners as natural persons have to pay income tax.

The GmbH & Co. KG itself is subject to trade tax, but not its partners.

If the KG acquires or sells its property, property transfer tax must be paid on those transactions.

Want to learn more about the GmbH & Co. KG?

  • What is a GmbH & Co. KG?

    An overview of this legal form as well as a definition of the terms.

  • Master article

    Company Formation

  • Register a company in Germany

    A company formation checklist