General partner (company law)

from Wikipedia, the free encyclopedia

In legal jargon, a general partner is the personally liable partner ( general partner ) of a limited partnership (KG). A partner with limited liability is the limited partner .


General partners are personally and severally liable to the creditors with their entire assets for the liabilities of the limited partnership ( Section 161 (2) in conjunction with Section 128 HGB ). Both natural and legal persons can be general partners.

At their discretion, creditors can demand all or part of the performance from each general partner until it has been completely fulfilled. The liability for company liabilities can through the social contract not be excluded or limited to third parties (external relations); this is only possible in the internal relationship, i.e. between the shareholders. Anyone who participates in a KG is liable for the debts existing at the time of entry. Shareholders who have left the company are liable for liabilities that were justified at the time of leaving for five years after leaving the company. The general partner is authorized and obliged to manage the company .

In Germany, the legal form of the GmbH & Co. KG , in which a GmbH as a legal person, takes on the role of general partner. The legal form of Stiftung & Co. KG , in which a foundation with legal capacity takes on the role of general partner, is increasingly found . For further special forms, in which a company acts as a general partner, see limited partnership (Germany) #Sonderformen .


A limited partnership (German abbreviation: KmG, French Société en commandite , SCm, Italian Società in accomandita , SAc) is a partnership in Swiss company law in which two or more natural persons or legal entities have come together to form a trade under a joint company to operate, with at least one partner being a limited partner and another general partner. As of January 1, 2017, there were 1693 KmGs in Switzerland.

The limited partnership is a legal community or a partnership - the two terms are used synonymously in Swiss company law. According to the law, it is defined as:

- Code of Obligations

The limited partnership is without legal personality , but it is capable of acting, litigation and enforcement. She has a special fund. The general partners are jointly and unrestrictedly liable, the limited partners limited. As a special feature of Swiss law, it should be noted that only natural persons can be considered as partners with unlimited liability. A GmbH & Co. KG is therefore not possible under Swiss law. In addition, the short form “KG”, which exists in Germany for example, is not permitted under Swiss law.

The limited partnership for collective capital investments, which is regulated as an independent legal form in the Collective Investment Schemes Act (KAG), must be distinguished from the limited partnership. In contrast to the “normal” Swiss limited partnership, the general partner with unlimited liability must be a stock corporation domiciled in Switzerland.

The company of a limited partnership had to contain the family name of at least one partner with unlimited liability as well as an addition indicating the corporate relationship (examples: & Co. , & Cie. , & Partner ). Since July 1, 2016, this is no longer necessary, as only fantasy names are now possible. However, the company suffix limited partnership or KmG are mandatory.

Web links

Wiktionary: Complementary  - explanations of meanings, word origins, synonyms, translations

Individual evidence

  1. Limited partnership (including GmbH & Co. KG) . ( Memento of the original from September 17, 2015 in the Internet Archive ) Info: The archive link was inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice. IHK Berlin, Leaflet No. 51956, as of July 1, 2016, accessed on April 15, 2017 (PDF; 91 kB). @1@ 2Template: Webachiv / IABot /