The Civil Law Partnership (“Gesellschaft bürgerlichen Rechts” – GbR) is one of the most frequently used forms of company in Germany. Since 1 January 2024, the GbR can be entered in the newly created company register. In this case, it is referred to as an eGbR (“eingetragene Gesellschaft bürgerlichen Rechts”). But when does a GbR have to be entered in the company register, how do you arrange the entry and what are the consequences?

When does a GbR have to be entered in the company register?

A Civil Law Partnership (GbR) is a company in which two or more persons join together to pursue a specific corporate purpose. Until 31 December 2023, the GbR could not be entered in the commercial register (“Handelsregister”) or any other public register. Only if the company operated a commercial business, it became an oHG or alternatively a K, which in turn must be entered in the commercial register. The Act on the Modernisation of Partnership Law (MoPeG) introduces various changes for civil law partnerships as from 1 January 2024 (§§ 705 ff. BGB). This also affects the entry of GbRs into the newly created company register (“Gesellschaftsregister” – GsR), whereby the company register is closely modelled on the commercial register in terms of how it functions.

There is no general registration obligation for the GbR. This is rather prescribed for certain constellations. Under these specific circumstances, a prior entry of the GbR into the company register is mandatory. In all other constellations, registration is possible, but is purely voluntary:

• Compulsory entry: There are some mandatory reasons for registering a GbR in the company register. This is the case if the GbR wishes to acquire, dispose of or sell a register right. These are pre-registration requirements under procedural law. These include the acquisition and sale of real estate and shares in (other) companies. For newly founded GbRs, entry in the company register is therefore always mandatory if real estate or company shares are to be acquired. The situation is different for existing GbRs with property assets or shares in other companies. An obligation to register only comes into consideration if this company wishes to dispose of its property assets or company shares.

• Voluntary registration: Voluntary entry of the GbR in the company register is always possible. This applies to existing GbRs and newly formed companies. The advantages of such voluntary registration are, for example, the visibility of the representation relationships through an extract from the company register and thus more transparency, legal clarity and legal certainty for third parties, e.g. for lenders.

How does the registration of an eGbR work?

To register a GbR in the company register, a corresponding application must be notarised by a notary and submitted electronically by them. This can generally be arranged with all notaries in Germany – regardless of the registered office of the GbR. Special features apply to online notarisations. The registration of GbRs in the company register must be arranged by all shareholders (§ 707 IV 1 BGB), whereas representation remains possible.

The local court at the registered office of the GbR is responsible for the entry itself, whereby the responsibilities for the commercial register have been centralised at certain local courts. The name of the company, the registered office, the address and details of the shareholders of the GbR as well as the powers of representation are filed with the company register. An entry in the register is usually performed within a few days of the application being submitted electronically.

If a GbR is entered in the company register, changes such as the name of the company, the shareholders, the power of representation or the registered office must also be registered there. Once a GbR has been entered in the company register, it cannot be cancelled again. Only liquidation is possible in order to bring about deletion from the company register.

The application for an entry or changes triggers notary fees and registration fees. The amount depends on whether an initial registration is performed or a subsequent registration and how many shareholders the GbR has.

What are the consequences of a registration of an eGbR?

When a GbR is entered in the company register, it must be designated as an eGbR (§ 707a II 1 BGB). Like the commercial register (“Handelsregister”) or the register of associations (“Vereinsregister”), the company register is public, i.e. the information filed there is generally accessible. In addition, the facts entered in the company register have positive and negative publicity, as we know from the commercial register (§ 707a III 1 BGB, § 15 HGB). This emphasises the need to notify the company register immediately of any changes that affect the shareholder structure or representation relationships, for example.

However, the most important consequence of entering a GbR in the company register is that it becomes registrable. This is illustrated by the following cases:

• Since 1 January 2024, property rights in favour of a GbR can only be entered in the land register (“Grundbuch”), if it is entered in the company register. Acquisition of ownership is therefore no longer possible without registration. If a property is sold or property rights are disposed of, the GbR must also be entered into the company register. For a GbR in whose favour a entry in the land register (“Grundbuch”) already exists as of 1 January 2024, there is no immediate obligation to be entered in the company register. However, this will be necessary if a change is to be made in the land register (e.g. sale).

• If a GbR wishes to become a shareholder in another company (e.g. an oHG, KG, GmbH), it must first be entered in the company register. Only then will it also be entered in the commercial register as a shareholder of the companies in which it holds an interest. There is no direct registration obligation for shareholdings established before 1 January 2024. However, if there is a change in the company relationships or the shareholders of the existing GbR, an entry in the company register is required.

Pursuant to § 20 I 1 GWG, the registered GbR is also obliged to provide information on the beneficial owners of the company by making an entry in the transparency register.

Conclusion: Registration of a GbR as an eGbR?

There is no general obligation for GbRs to be entered in the company register, regardless of whether they already existed on 1 January 2024 or not. However, there is a procedural pre-registration obligation if the GbR wishes to acquire, dispose of or sell a registration right. This is the case, for example, in connection with real estate or company shares. Voluntary entry in the company register is always possible. 

Useful links (in German):

Register portal for the company register can be found at the ‘Joint register portal of the federal states’: https://www.handelsregister.de

Further information on the eGbR can be found on the website of the Federal Chamber of Notaries: https://www.bnotk.de/aufgaben-und-taetigkeiten/rundschreiben/details/gesetz-zur-modernisierung-des-personengesellschaftsrechts-mopeg