Limited partnership (Austria)

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A limited partnership ( KG ) under Austrian law is a partnership in which two or more natural persons or legal entities have come together for any permitted purpose (including freelance and agricultural and forestry activities) under a joint company , with at least one partner Is a limited partner and another general partner . It is regulated in §§ 161 ff. UGB .

purpose

In contrast to German and Swiss law and the provisions in force in Austria until December 31, 2006, the limited partnership is no longer limited to the operation of a commercial trade under current Austrian law , but is available for every permitted purpose, including freelance, agricultural and forestry Activity available. In this respect, the company form of the limited partnership acquisition , which existed until 2006, has also merged into the limited partnership.

founding

No specific form is legally stipulated for the conclusion of a partnership agreement. The establishment of a written contract is urgently recommended. The company is only created when it is entered in the commercial register .

Registration for the commercial register

The signatures must be notarized or certified by a court. When registering a KG, which consists of a general partner and a limited partner, there is an entry fee of 34 euros and an entry fee of 83 euros. In the case of the applicability of the New Companies Promotion Act , these fees are eliminated.

liability

The general partners are liable

  • unrestricted, i.e. with all your business and private assets;
  • solidarity, that is, not proportionally, but each for the whole;
  • direct, that is, the creditor can turn to one of the shareholders immediately without having to sue the company beforehand.

The limited partners are liable

  • only up to a certain amount, namely the limited partnership or liability contribution, which is entered in the commercial register. The amount of the contribution is to be specified in the articles of association.

Management and representation

In principle, only the general partners are authorized to manage and represent the company , each individually. Deviating regulations in the articles of association are possible. However, this must be entered in the commercial register. The limited partner has no right of participation or objection in ordinary business. Unusual business requires the consent of all shareholders.

Business license

A trade license , which must be made out to the company, is required to carry out a commercial activity . For this, the appointment of a managing director under trade law is necessary. The managing director under trade law must either

  • a personally liable partner who is entitled to manage and represent the company according to the articles of association, or
  • an employee who is subject to full insurance and who is employed in the company for at least half of the normal weekly working hours,

be.

Distribution of profits and withdrawal rights

The distribution of profits and the shareholders' right to withdraw are to be regulated in the articles of association and depend on it

  • the extent of liability,
  • the amount of capital raised and
  • on the extent of personal cooperation.

Limited partners (shareholders) do not receive any profit until the amount of their liability amount entered in the commercial register has been reached.

company

The limited partnership can choose between a name, a special company or an imaginary name as a company. However, the company of a limited partnership must have a legal form suffix, such as B. “Limited partnership” or simply “KG”. If a name company is chosen, only the name of a partner with unlimited liability (general partner) can be included in the company name. Basically, the company must be suitable for identifying the company and have a distinctive character. It must not be misleading. If the object of the company is the exercise of a liberal profession, this must be evident from the company, unless the professional regulations provide otherwise; instead of “limited partnership”, the term “limited partnership” is also permitted.

Reasons for terminating the company

  • Lapse of time
  • Resolution of the shareholders: unanimously, unless the articles of association provide for a majority resolution.
  • Bankruptcy of the company
  • Death of a general partner: The death of a personally liable partner always leads to the dissolution of the KG, unless the articles of association or a shareholders' resolution determine the continuation of the company with the remaining shareholders. Unless the articles of association contain a different regulation, the death of a limited partner does not lead to the dissolution of the KG. In the absence of any deviating regulation in the articles of association, the KG will be continued with the heirs of the deceased limited partner.
  • Termination by a partner: No special form is required for termination. It must be declared to all other shareholders for the end of the financial year with a 6-month notice period. This period can be shortened by the articles of association. It is not necessary to give an important reason. In the articles of association or by a shareholders' resolution, it can be agreed that the termination should not result in the dissolution of the company, but only the resignation of the terminating partner and that the company should continue with the others.
  • Dissolution of the company for good cause: By legal action by a shareholder if the continuation of the company is no longer reasonable.

social insurance

For all general partners of a KG there is compulsory insurance in accordance with the Commercial Social Insurance Act (GSVG) if the company has a trade license. Limited partners can be insured as employees of the KG in accordance with the General Social Insurance Act (ASVG) - only if there is little participation . If they have a correspondingly dominant influence on the KG and work in the KG, they must be insured under the GSVG.

Taxes

In terms of income tax, the KG does not represent an independent taxable entity. The profit or loss is determined at the company level in a determination procedure and a notification is issued by the company tax office. Part of the assessment notice is also the allocation of the pro-rata profit or loss to the shareholders.

In a second step, the taxation takes place directly with the individual shareholders, together with any other income, in that the profits / losses determined in the assessment procedure are transferred to the individual income or corporation tax assessments of the shareholders.

In terms of sales tax , KG i. d. Usually an independent entrepreneur, whereby the company becomes a direct taxpayer.

See also

Individual evidence

  1. ↑ Corporate Code (UGB) online from jusline.at, accessed on March 7, 2012
  2. ↑ Info sheet limited partnership (KG) of the Austrian Chamber of Commerce , accessed on March 7, 2012
  3. ↑ § 188 BAO

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