Partner shipping company

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The partner shipping company is a form of the German maritime trade law . Since the law reforming maritime trade law came into force on April 25, 2013, no new partner shipping companies can be established. For partner shipping companies founded by April 24, 2013, the old HGB provisions continue to apply .

The concept of partner shipping and its definition

The partner shipping company is legally defined in § 489 HGB a. F. defined as follows:

(1) If a ship to which they are jointly entitled is used by several persons for acquisition by seafaring, a shipping company exists.

(2) The case when the ship belongs to a trading company is not affected by the regulations governing the shipping company.

The definition of the German Commercial Code (HGB) already shows that most companies operating as shipping companies have nothing to do with the definition of shipping companies in accordance with the HGB.

Today, shipping companies are regularly run in the form of trading companies - such as stock corporations or preferably GmbH & Co. KGs - which describe themselves as a shipping company as a description of their entrepreneurial activity, but by no means the shipping company in the sense of § 489 HGB a. F. mean. Rather, this is a separate form of company, which is rather alien to the system of current company law and whose origins can be found in Roman law .

Whether the silent shipping company is a case of the partner shipping company or a special form of the silent company is controversial.

The individual characteristics of the partner shipping company are as follows.

Corporate purpose

A partner shipping company can only be founded and operated for the purpose of acquisition by seafaring.

Majority of people

The maritime trade law does not recognize a one-man shipping company. Rather, several people must be involved in society. If after the departure of the other shareholders only one member of the company remains, the company as such ceases to exist. The remaining sole owner of all company shares is the sole shipping company within the meaning of § 484 HGB a. F.

Attachment to a ship

The company is jointly owned by a ship. There cannot be a partner shipping company that does not own a ship, nor can the company acquire another ship: In this case, a new partner shipping company with possibly the same members would have to be founded to maintain the second ship, which has been the case since April 25, 2013 no longer works. Conversely, the loss of the ship leads to the end of society: it is as mortal as the ship itself.

The strict binding of the company to a ship is actually alien to the basic ideas of modern company law and leads to the fact that the shipping company has a special position in the canon of company forms.

Therefore, it has recently been considered necessary to convert the private shipping company into a more modern form of company. This is legally complex because, for example, the legal nature of the partner shipping company is controversial. In any case, it should be noted that if a partner shipping company is converted, existing securities for the ship will continue to exist with the new company - without any deterioration in rank.

legal form

In the past, there was widespread disagreement as to whether the shipping company was a fractional community or a joint partnership . However, this dispute is largely in favor of the so-called corporate law solution, as the assumption of a joint partnership. As a company-supporting company, a partner shipping company can itself bear rights and obligations and sue and be sued under its name, even though it is not a legal person .

External relationship

A partner shipping company is represented either by the shareholders or in accordance with Section 492 HGB a. F. by a representative determined by majority decision (when authorizing a co-shipping company) or by unanimous decision (when authorizing an external third party) to take over the shipping company - the so-called correspondent shipping company . He then represents the shipping company vis-à-vis third parties out of court and in court according to § 493 HGB a. F.

The liability is according to § 507 HGB a. F. regulated to the effect that the partners are liable as part- debtors. Your liability is therefore limited to the size of your share in the company.

Internal relationship

In the internal law of the partner shipping company , the shareholders face each other as owners of a share in the company known as ship part .

The shareholder can freely dispose of his share in the company and in particular also sell it. In contrast, the sale of the entire ship requires the consent of all shareholders.


Since the German Commercial Code has also been in force in Austria since March 1, 1939, the legal form of the (part) shipping company also existed in Austria. Which entered into force on 1 January 2007 Trade Law Amendment Act - with the Commercial Code in Business Code was renamed - were the provisions concerning the Partenreederei canceled. Section 907 (19) of the Corporate Code stipulates that (party) shipping companies established before January 1, 2007 remain in existence.

See also

Individual evidence

  1. For justification, see the corresponding draft law of the Federal Government of May 9, 2012 (BT-Drs. 17/10309), p. 82 there (cf. press release of the Federal Ministry of Justice of May 9, 2012: Modernization of the Maritime Trade Law ( Memento des original from May 27, 2012 in the Internet Archive ) Info: The archive link has been inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice ( with a link to the draft law). @1@ 2Template: Webachiv / IABot /
  2. See Art. 71 of the Introductory Act to the Commercial Code (EGHGB)
  3. a b c d e a.F. = the version of the HGB valid until April 24, 2013.
  4. Commercial Law Amendment Act, Federal Law Gazette I No. 120/2005


  • on German law: (legal situation until April 24, 2013)
    • Carl Creifelds : Legal Dictionary. Edited by Klaus Weber. 19th revised edition. CH Beck, Munich 2007, ISBN 978-3-406-55392-9 , keyword: shipowner.
    • Rolf Herber: Maritime Trade Law. Systematic presentation. de Gruyter, Berlin et al. 1999, ISBN 3-11-016311-X .
    • Rolf Herber: Sea freight contract and multimodal contract. Current developments. 2nd revised edition. RWS-Verlag Kommunikationforum, Cologne 2000, ISBN 3-8145-9170-4 ( RWS script 170).
    • Heinz Prüssmann: Maritime trade law. Fifth book of the Commercial Code. With subsidiary regulations and international conventions. Edited by Dieter Rabe. 4th revised edition. CH Beck, Munich 2000, ISBN 3-406-45510-7 ( Beck's short comments 9b).
    • Hans-Jürgen Puttfarken: Maritime Trade Law. Verlag Recht und Wirtschaft, Heidelberg 1997, ISBN 3-8005-1171-1 ( series Law of the international economy 53).
  • on German law: (new legal situation from April 25, 2013)
    • Beate Czerwenka, The law for the reform of maritime trade law. Introduction, explanations, synopsis, materials , Bundesanzeiger-Verlag (expected to be published in October 2013)

Web links