The GbR register will come in 2024

For civil law companies (GbR), there are currently no registration requirements for public registers. However, this will change on January 1st, 2024.

1. Reason for the new company register

Reliable information about the existence, identity and proper representation of a GbR has so far been difficult to obtain. However, there is a legal and commercial interest in information such as this that is worthy of protection. As with other corporate forms, reliable information about the GbR should therefore be publicly accessible to everyone.

2. Introduction of the new company register

The legislature has recognized the need for action here and, with the Partnership Law Modernization Act (MoPeG) announced on August 17, 2021, the introduction of a company register as of January 1st 11100000-0000-0000-0000-0 00000000111_2024< /strong> resolved. The following information will then be entered into the company register:

• Name of the company,

• Head office and address,

• General representation regulations,

• Shareholders, authorized representatives and special powers of representation,

• Legal form and other legal relationships (e.g. name changes, dissolution, change of status).

The Federal Ministry of Justice published the draft of a company register regulation (GesRV) on June 23, 2022. The regulation regulates the design and content of the planned company register. The form and content should be closely based on the commercial and partnership register. The Commercial Register Regulation will apply accordingly to the establishment and maintenance of the company register (§ 1 GesRV-RefE).

Every registered GbR will receive a registration number (e.g. GbR 3142). Upon entry in the company register, the GbR is obliged to use the designation “registered partnership under civil law” or “eGbR” as an additional name.

3. When there is an obligation to register

In principle, entry in the company register will not be mandatory for GbR shareholders. However, in the future, registration will be a prerequisite for carrying out legal transactions, which in turn require registration in another register (e.g. land register, commercial register, share register, trademark register). Real estate purchases through unregistered GbRs are then no longer possible. In the future, the participation of GbRs in legal and commercial transactions to an economically significant extent will only be possible with an entry in the company register.

4. Conclusion

Existing GbRs should now check whether their current or planned operations require entry in the company register in order to make the appropriate adjustments to their company contracts in a timely manner.