To set up a partnership, at least two partners are required to
execute a partnership agreement; in principle, the partners
may freely agree upon their rights and obligations.
The partners (general as well as limited partners) of a German partnership
may be either individuals, German or foreign corporations, or
other partnerships. No special form must be observed, unless
the agreement includes certain obligations, e. G. The transfer
of real estate (in this case the agreement must be executed in
a deed certifed by a public notary). The partnership must be
registered with the relevant commercial register.
All partners are obligated to apply for registration. In order to achieve the liability
protection for the limited partners, the liable contribution (Haft-
summe) must be properly registered; otherwise, it is not legally
effective. In the event that the partnership commences business
prior to registration, each limited partner who has agreed to the
commencement of the business is liable in the same manner as
a general partner for any debts arising from the commencement
of business prior to registration, unless that partner’s status as
a limited partner was known to the creditor.
The transfer of any ownership interest (as limited or general partner) requires an
agreement between the transferor and the transferee together
with the consent of all other partners, unless the partnership
agreement provides otherwise.