Limited partner

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Limited partner the name for the limited adhesive is partner (part Faulty) a limited partnership (KG). In Switzerland and Liechtenstein it is called limited partner .

External liability

Until the limited partner contribution is made

The limited partner is only liable in the external relationship with his personal assets to a company creditor, regardless of the limited partner's contribution , directly to the amount of a certain amount of liability (also called liability contribution) that was entered in the commercial register or the commercial register. The obligee can make direct claims against him in this respect and is not advised to have the deposit claim seized and transferred in the enforcement proceedings against the company.

Before entering the register, the limited partner, like a general partner, is responsible for all corporate liabilities with his personal assets without restriction.

After payment of the limited partner contribution

The limited partner's external liability in the amount of the liability amount expires, however, if the value of the limited partner contribution already made to the company has reached the amount of the liability amount entered in the register (see § 171 HGB for Germany or § 171 UGB for Austria; the regulation in In contrast to this, Switzerland only uses the amount entered in the commercial register ( Art. 608 OR ). If the value of the limited partner contribution has not yet reached the liability amount, the limited partner is responsible for the difference in relation to a company creditor. After the external liability has expired, only the company assets and the private assets of the general partner are available to the obligee to adjust the liabilities . The loss of the limited partner's liability does not lead to any disadvantage for the creditors, as the amount of the limited partner's contribution is added to the company's assets. In contrast to the general partner of a KG, the limited partner is not a merchant within the meaning of the Commercial Code, due to the lack of organizational authority for the company .

Position in the internal relationship

Providing the limited partner contribution

The limited partner is obliged to the company to make the limited partner contribution. The fraction of the value of the limited partner contribution in relation to the total company assets is the capital share of the limited partner.

win and loss

The limited partner is internally involved in the profit and loss of the company. Therefore, although the limited partner is usually not liable with his private assets, the use of the company's assets by third parties also has an economic effect on the limited partner. Unless otherwise agreed, the profit and loss distribution is based on the amount of the capital share. However, the limited partner only participates in the profit and loss of the company up to the amount of his capital share and his remaining limited partner contribution.

The limited partner is not obliged to repay the profit he has already received for previous financial years due to subsequent losses.

If the limited partner receives remuneration similar to a loan, he cannot make any income from business operations , as he is then not considered a co-entrepreneur .

Managing directors

The limited partner is excluded from the management of the company if no other contractual arrangement has been made (or if he is not in charge of commercial management in Austria). He can an act of the general partner does not disagree, except that the action of the normal pattern of commercial activity would exceed the company.

Control rights

The limited partner is entitled to request notification of the company's annual financial statements in writing and to check its accuracy by looking at the trading books and business papers. Although this right to information and information in Section 166 (1) HGB is one of the essential minority rights, it can - unlike in GmbH law - be restricted in the articles of association. The limited partner does not have the right of ongoing control that the general partner excluded from management has.


The limited partner may, by giving notice of at least six months to the end of a financial year, announce which provided social contract provides otherwise.

At the request of a partner, however, a court decision to dissolve the company can be brought about if there is good cause. The court can also exclude a partner if the other partners so request.

Individual evidence

  1. The limited partner, who is not a merchant, does not become one through his participation in the limited partnership, nor is he as far as he concludes contracts with the company or the partners. BGH, judgment of June 2, 1966 - VII ZR 292/64 - BGHZ 45, 282, NJW 1966, 1960, JuS 66, 415
  2. ^ Higher Regional Court Munich, judgment v. 01/31/2018 - 7 U 2600/17: Exclusion of the limited partner's right to information. Retrieved August 5, 2019 .