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Company incorporation GmbH & Co. KG (limited liability company & Co. KG)

The limited liability company & Co. KG represents a useful alternative to the limited liability company, above all if the partners work together in the same way as in a partnership, but at the same time want to avoid unlimited liability. Irrespective of whether the partner limited liability company already exists or not, we prepare all the necessary documents for you, and assist you professionally from the commission through to notarial certification.

Costs of notarization and registration
not included (notarization approx. 900 EUR, registration approx. 300 EUR)
Minimum share capital
25000
Bank account
optional
Tax and Accounting service
optional
Registration
yes
VAT ID registration
optional
Verification according to the German Money Laundering Act (GWG)

As lawyers, we are legally obliged pursuant to Section 2 para. 1 no. 10 of the German Money Laundering Act (GWG) to establish the identity of our clients and to determine the beneficial owner of the mandate in certain areas of legal advice, e.g. in the formation or restructuring of companies or in real estate transactions. For this, we require your consent and cooperation.

Registered name (Firmierung)
Should a professional search for colliding trademarks, firms and domains be done?

Per default we check the registered name with the local Chamber of Commerce and the Commercial Register. Nonetheless the usage of the registered name could infringe older trademarks, registered names and/ or domains and lead to compensation claims. An elaborate search can significantly lower this risk.

Object of the company (Unternehmensgegenstand)
Registered address (Geschäftsadresse)
Limited partners (Kommanditisten)
1st limited partner (name, birth date, address, size of his limited partnership share)
2nd limited partner (name, birth date, address, size of his limited partnership share)
3rd limited partner (name, birth date, address, size of his limited partnership share)
GmbH, which is the general partner with unlimited liability (Komplementärin)
Registered name of the GmbH, Commercial Register, registration number
Registered name of the GmbH, which is the general partner with unlimited liability
Registered address of the GmbH, which is the general partner with unlimited liability
Managing Director (Geschäftsführer)
1st Managing Director (name, birth date, address)
2nd Managing Director (name, birth date, address)
3rd Managing Director (name, birth date, address)
Share capital (not less than 25.000 EUR)
Payment of the share capital
Shareholders (name and size of share)
Further details about the shareholders
Trustee
Do you require assistance in opening the bank account of the company?

The decision to open the account is solely at the discretion of the banks, which also determine the formal requirements (e.g. for the personal appearance of the participants) as well as the costs of opening and ongoing provision of the account.

Registration of the company with the Transparency Register

Since 2017, the Transparency Register has existed in Germany, in which the company and its ultimate beneficial owners (UBE) within the meaning of the GWG (German Money Laundering Act) must be entered after formation. Ultimate beneficial owners include any natural person who directly or indirectly holds more than 25% of the capital shares or controls more than 25% of the voting rights.

Business registration

After the foundation is completed, the company must notify the local trade office of the commencement of business activities, unless the company only manages its own assets. The business registration is also a requirement for applying for a VAT ID.

* Required Fields

3,200.00 €

Task description

A “normal” partnership usually involves at least one partner and at least one general partner. In contrast to the partner, whose liability is limited to the partner’s investment entered in the Companies Register, the general partner has unlimited liability with all his assets, and is therefore also referred to as the personally liable partner.

The limited liability company & Co. KG is also a partnership. In this case however, the role of the personally liable partner is assumed by a limited liability company, a capital company with limited liability. Although not expressly provided for legally, this also constitutes a limited liability partnership.

Company foundation process

The task for the foundation of the limited liability company & Co. KG is arranged so that even at the time of commissioning, you generally provide all the information that we need from you in order to prepare the documents for the foundation of the partnership, and if necessary the partner limited liability company.

After commissioning, we first check the permissibility of the required company name by preliminary enquiries to the responsible court of registration and/or responsible chamber of commerce and industry. On request, we also check for conflicting brands, companies and domains.

Together with a notary, we then compile the founding documents on the basis of your information provided when commissioning us, which include the company articles of association and the Companies Register application for the partnership, foundation certificate, list of partners and the application to the Companies Register for the partner limited liability company. If the company foundation is to be carried out by an authorised representative or trustee, we also prepare the necessary authorisation or trustee contract for you. We agree all the drafts with you, and if necessary explain the contents and consequences of the relevant regulations.

If one of the partners is a foreign company, further documents are required. The court of registration requires confirmations that the foreign company exists, and who represents the foreign company. Depending on the country of origin, you require officially certified copies, an endorsement and/or a certified translation. We will then tell you which requirements apply in the individual case.

The actual company foundation takes place when the foundation certificate of the limited liability company and the articles of association are notarially certified, and the articles of association of the partnership are signed. Normally the foundation of the partnership is subject to entry in the Companies Register. After certification, the limited liability company under foundation opens a business account, into which the partner or partners pay the capital investment assumed.

The Managing Director of the newly formed limited liability company usually takes part in the certification meeting, and at this point signs the application to the Companies Register, together with the partner or partners. If the Managing Director is not present in person, he can also sign the application with another notary, or in a German embassy or consulate. The applications to the Companies Register are submitted electronically to the court of registration by the notary as soon as the payment of the capital investment has been confirmed to the notary.

Finally, the court of registration checks the application to the Companies Register and the foundation documents submitted, and if there are no objections, enters the limited liability company and the partnership in the Companies Register. The company suffix “under foundation” (i.Gr.) is omitted on entry.

In our experience, it takes only 2 to 4 weeks from the commission until entry in the Companies Register.