A limited partnership (abbreviated in Germany, Belgium and Austria KG ) is a partnership in which two or more natural or legal persons have joined forces under a single company , a commercial enterprise to operate, and for liabilities at least one of the company partners with unlimited liability ( General partner ) and at least one other partner has limited liability ( limited partner ). Limited partners are only liable up to the amount of their contribution and not with their private assets.
Its forerunner appeared for the first time in May 1072 in Venice under the name Commandery ( Latin commenda , from Latin commendare , "to entrust"). In 1166 it received legal recognition in Pisa and Florence . It was a partially organized legal form in which someone undertook to sell the goods entrusted to him by others through maritime trade . At least two merchants (the only with its capital adhering Italian commendatorius well as with his personal assets liable Italian commendatarius ) pooled their capital for the purpose of maritime trade, execution transferred to a contractor ( Italian tractator ), which they left the ships, goods and money . A producer hired a commission agent , who could also be a captain , to sell goods at an overseas location. The client ( commendator ) bore the risk of loss of the goods in this transaction. The contractor handling the sale acted in his own name, but for the account of the client. He could participate in the profit or carry out the business for a fixed fee ( commission ). In order to share the risk and to utilize the ship's capacity, the commander was able to conclude contracts with several commanders. There were also other variants of the Kommenda. Since 1408 the different liability of the partners has been documented in Florence. The Kommenda eventually spread in the western Mediterranean ( Italy , Spain , southern France ). In medieval Hanseatic law, the Wedderlegginge (two-sided capital participation) and the Sendeve (one-sided capital participation) existed as counterparts .
In March 1673, the Commenda found its way into the French commercial order ( French Ordonnance de Commerce ) as a limited partnership ( French société en commandité ) , in September 1807 the French Commercial Code ( French Code de Commerce ) adopted this legal form. The ADHGB , enacted in May 1861, recognized the legal forms of the OHG (Art. 85 ff. ADHGB), the limited partnership (Art. 150 ff. ADHGB), their subtype KGaA (Art. 173 ff. ADHGB) and the stock corporation (Art. 207 ff. ADHGB). The limited partnership was considered a trading company and thus a merchant , because it could only be founded to operate a trade . Today in Italy the simple limited partnership is called “Società in accomanditá semplice” (Sas), regulated since April 1942 in Art. 2313-2324 Codice civile .
Country-specific details can be found in the following articles:
- Limited partnership (Germany)
- Limited partnership (Austria)
- Limited partnership (Switzerland)
- Limited partnership
- ↑ Hans Hattenhauer, European Legal History , 1999, p. 268 f.
- ^ Levin Goldschmidt , Handbuch des Handelsrechts , Volume I, 1891, p. 255
- ↑ Christoph René Schäfers, Die kanadische Limited Partnership , Volume 4, 2005, p. 39 f.
- ^ Charles S. Lobingier, The natural history of the private artificial person , in: Tulane Review 13, 1838, p. 57