What changes fundamentally
The Act to Modernise Partnership Law (MoPeG) came into force on 1 January 2024, reorganising the law of the civil law partnership (GbR) and commercial partnerships — the most significant reform of this area of law in over a hundred years. For family businesses often structured as a GmbH & Co. KG, OHG or GbR, this creates immediate need for action.
The new partnership register
For the first time, there is a partnership register for the GbR. Registration is in principle voluntary — but becomes practically mandatory as soon as a registered GbR wishes to acquire real estate, hold a stake in another company, or carry out certain registry transactions. Family businesses using GbR structures, for example as holders of stakes or real estate, should assess whether registration is required or advisable.
Resolution defect law is harmonised
The MoPeG transfers the system of actions to set aside and nullity actions familiar from corporate law to partnerships (Sections 110 et seq. HGB as amended). Previously, defective resolutions could often informally be treated as void — going forward, a limitation period applies within which defects must be asserted in court. Articles of association based on old law should be reviewed to determine whether they contain their own provisions or whether the new statutory model applies unintentionally.
Voting rights and profit distribution default to per capita
Without a contrary contractual provision, the default is now the per capita principle rather than allocation by equity stake — in family companies with unequal capital interests, this can lead to unwanted shifts in the balance of power if the articles of association are silent on the point.
Recommended action
Existing articles of association of GbR, OHG and KG partnerships should be reviewed on three points: Does the structure require registration of the GbR in the partnership register? Does the agreement contain its own provisions on resolution defects, or does the new statutory model apply unintentionally? Are voting rights and profit distribution clauses formulated clearly enough to avoid inadvertent reversion to the statutory per capita default?
This article presents a simplified overview of the legal position and does not replace advice in individual cases.