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 email@example.com.
Automate your GmbH & Co. KG formation with us
Easy capital raising
Your GmbH & Co. KG makes capital raising easier by simply adding limited partners to the company.
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.
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
You authorise firma.de to set up your business.
You receive expert advice from our consultants.
We arrange your company name check with the IHK (chamber of commerce).
We arrange and schedule your notary appointment in your city of choice.
After your notary appointment we arrange the opening of your company bank account.
Directly after entry in the Handelsregistereintrag (commercial register), we coordinate the notary appointment for the signing of the KG contract.
At the same time, we prepare the Gewerbeanmeldung (business registration) and Finanzamtfragebogen (tax office questionnaire).
We recommend a suitable firma.de partner tax consultant for a personal consultation for preparing the opening balance sheet.
You can launch your business!
You receive legal counsel from lawyer Dr Werthmann concerning your statutes and the KG contract.
“We had a great experience! Friendliness and reliability rounded off the service wonderfully. Without hesitation, we would recommend firma.de to every entrepreneur and founder. ”
Elke M. Knorr
Coach and Trainer
"I engaged firma.de to set-up my GmbH. Everything went smoothly and without a hitch. A notary appointment was arranged in my local area, followed by a business account opening appointment at the bank of my choice. Everything had been pre-prepared - all I had to do was sign the paperwork. Fantastic!"
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.
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.