New GbR law, when does a GbR have to be entered in the register?

The reform of partnership law came into force on 1 January 2024. The main aim of the reform was to codify the legal developments of recent decades.

The law now distinguishes between two basic types of GbR, the partnership with legal capacity and the partnership without legal capacity under civil law. The new model is the permanent company and no longer the occasional company.

To improve publicity, the new company register is being introduced for the GbR, in which the GbR must be entered under certain conditions. In addition, partnerships will be given a new right to pass resolutions based on GmbH law and will be opened up to the liberal professions.

What is the significance of the company register?

The entry of a GbR in the commercial register is not a prerequisite for the formation of the company, nor for its legal capacity. A GbR always has legal capacity in accordance with § 719 Para. 1 BGB. However, registration is a prerequisite for a GbR to be able to acquire rights to real estate or shares in a GmbH or in a commercial partnership entered in the commercial register. There is always a so-called pre-registration requirement here, § 707 a Para. 1 BGB.

Existing GbRs are protected

Previously, partners of a GbR that owned a property, for example, were entered in the land register with the addition ‘in GbR’. Such an old GbR does not have to be entered in the company register; its old entry is protected as long as no changes are to be made to it.