Establishing a partnership company (PartG)

A partnership company (Partnerschaftsgesellschaft, PartG) is a partnership in which the partners can join free professions to pursue their profession together. Only those who practice a freelance profession can form a partnership with other colleagues.

Who can found a partnership company?

A partnership can only be founded by members of the liberal professions. The professions include doctors, lawyers, notaries, tax advisors, accountants, engineers, journalists, interpreters and translators, artists, scientists, writers and teachers. Only a freelance activity and, in contrast, no trade that means a commercial activity, may be carried out. Participation is only possible for actual persons. Corporations or other legal entities cannot be members of a partnership.

How can you start a partnership company?

A partnership company must be established in writing. This means that a written contract must be concluded between the members of the partnership company to be founded.

What content does the partnership contract need to have?

The partnership agreement must contain three mandatory details in accordance with Section 3 (3) PartGG:

1. Name and seat of the partnership
2. Names and first names as well as the profession and place of residence of each partner
3. Object of the partnership.

The partnership contract must finally be entered in the partnership register.

In addition, the partnership contract should include individual areas of responsibility of the partners, the responsibilities and details on the distribution of profits. To avoid a shareholder dispute, precautions should be taken to exclude a partner in the event of a conflict. A lawyer specializing in company law can prepare the contract for the establishment of the partnership and take all essential measures to facilitate joint vocational training.

Who is liable for a partnership company?

There is no possibility that liability in the partnership will be limited. Similar to a company under civil law (a GbR or BGB-Gesellschaft), the partners are jointly and severally liable for the company’s debts. This means that each partner acts for the liability of the entire society. In this basic case, this means that liability is also provided by law if a partner can also be liable for the liabilities entered into by another partner.

Can liability in a partnership be limited?

Liability is limited by law for professional mistakes. If only one partner was involved in the processing of an order, only that partner is liable for the professional error with his private assets. However, the partnership company is liable alongside the partner with the company’s assets.

How is a partnership company treated for tax purposes?

The partnership company does not pay trade tax since it is not a commercial business but a free profession. A partnership company is tax transparent. This means that the partnership company does not have to pay taxes itself. The profit of the partnership company is divided for the financial year according to the provisions in the partnership agreement. The profit share must then be taxed by the individual partner with income tax. To do this, the partner must pay a 5.5% Solidaritätszuschlag (solidarity surcharge) tax on the fixed income tax.

The partnership company itself is in principle also obliged to pay sales tax. A specialty applies to doctors and dentists: Medical or dental treatment is generally exempt from VAT.