Liability deposit

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Liability contribution (also limited partner contribution , liability sum ; especially in Austria also conditional contribution ) is the liability of the limited partner of a limited partnership entered in the commercial register (Austria: in the commercial register ) . The liability contribution is part of the company's equity .


The liability contribution is the scope of liability of the limited partner that can be viewed by outside third parties via the publicly accessible commercial register. With the liability deposit it stands for the Society liabilities , a limited partnership (KG). According to § § 171 , § 172 Paragraph 1 HGB , the liability contribution is decisive for the liability towards the company's creditors. A distinction of this is the (mandatory) insert which in association can be arranged in the internal relationship with the limited partners. As a rule, it corresponds to the liability insert, but it can also be lower or higher than the liability insert.


The liability contribution can be made as a cash contribution or contribution in kind . As long as it has not been made by the limited partner, he is liable like a personally liable partner with his private assets up to the amount of the contribution not made. This also applies in the event that, due to an allocation of losses, his capital share in the KG falls below the amount of the liability contribution and shares in the profit have nonetheless been withdrawn (Section 172 (4) sentence 2 HGB). If the limited partner has fully paid in his liability contribution, he is released from his liability according to § 171 paragraph 1 HGB.


If the limited partner leaves the KG and receives a severance payment from it, he is liable in accordance with Section 160 (1) HGB for the KG's liabilities that arose before his departure. If his liability contribution is transferred to a new limited partner, it works for his legal successor . If a successor note is entered in the commercial register in this case , the departing limited partner can refer to the liability contribution, otherwise the exemption from liability does not apply to him (§§ 171, 172 HGB).

Individual evidence

  1. Oliver Fehrenbacher / Anusch Tavakoli, Taxation of GmbH & Co. KG , 2014, p. 112