The internal society is a society that does not appear as such on the outside. This means that the company is not externally obliged as such, since only one of the partners appears in his own name, i.e. not in the name of the company. There is no external representation of the internal society. Only this person is then obliged to the third party, cf. (3) AO. Insofar as this person has exercised his management authority for the company, he has a right of recourse against the other shareholders in accordance with the principles of contract law.
If the company does not appear to the outside world, it is not an external company and is irrelevant for operating taxes. The tax debtor is not society, but the entrepreneur acting externally. There is no liability for the inner society.
Areas of application
Relevant internal societies are the internal working group and all hidden societies that do not want to appear openly. Consortia often form internal societies because they do not want to appear externally. There are strategic as well as operational reasons for this.
For strategic reasons, the shareholders intend to hide their financial potential, objectives and other things in order to enable an effective course of business. For example, by keeping the names of the shareholders secret, antitrust law can be circumvented, as the shareholders' influence remains hidden. Competitors can also be prevented from disrupting negotiations or manipulating the price level in the case of company takeovers and restructuring .
At the operational level, internal companies can be set up quickly and cheaply. This is in contrast to corporations with legal capacity (e.g. GmbH , AG , limited partnership based on shares - KGaA), which have to go through a complex formation process. The legal external effect is unambiguous and clear, so that no complex contracts on management powers with the corresponding legal ambiguity have to be drawn up externally.
In most cases, internal companies are not based on a permanent corporate purpose. They are more of a temporary nature and are dissolved again when the company's purpose is achieved or are contractually only existent for a period of time (not externally visible). This is different in quiet societies, for example.
- Bernd Singhof: The external liability of underwriters for share contributions. P. 116.
- Peter Reusch: The silent society as a public person society. P. 73.