Partnership company with limited professional liability

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The partnership company with limited professional liability (PartG mbB, PartGmbB, Part mbB or PartmbB) is a variant of the partnership company . It is not a separate legal form compared to this.

The partnership with limited professional liability was introduced with the law that came into force on July 19, 2013, introducing a partnership with limited professional liability and changing the professional law of lawyers, patent attorneys, tax advisors and auditors . This creates a partnership under German law as an alternative to the Limited Liability Partnership (LLP) by enabling a general limitation of professional liability to corporate assets for the liberal professions without the need for a corporation. Because of the trade tax for corporations , freelancers are mostly organized in partnerships. For professional reasons, many freelancers are barred from using a GmbH & Co. KG as a partnership, which also enables a limitation of liability as a partnership.

Since the partnership company with limited professional liability is only one variant of the partnership company, all members of the liberal professions to which the partnership company was previously open can basically join forces. According to Section 1 of the PartGG , these include doctors, veterinarians, lawyers, patent attorneys, auditors, tax consultants, advisory economists and business administrators, sworn accountants, engineers, architects and experts.

The limited professional liability requires the maintenance of a special liability insurance, whereby the PartGG refers to the professional regulations of the individual liberal professions. So far, special regulations can only be found in the professional rights of consulting engineers, lawyers, tax consultants and auditors: professional liability insurance with a minimum sum of 2.5 million euros (lawyers, patent attorneys) or 1 million euros (auditors, tax consultants) minimum sum insured per insured event.

So the PartGmbB is so far only available to consulting engineers, lawyers and patent attorneys as well as tax consultants and auditors. However, other liberal professions can follow, provided that their professional law regulates a special liability insurance.

With the newly introduced PartGmbB, according to Section 8 (4) sentence 1 PartGG, liability towards the creditors for damage resulting from incorrect professional practice is limited to the company's assets. Personal liability of the individual partner is excluded.

The partners' personal liability for other liabilities, however, remains. These liabilities include, for example, employee salaries, rents or insurance premiums.

The name of the partnership must contain the addition “with limited professional liability”, the abbreviation “mbB” or another generally understandable abbreviation of this designation in accordance with Section 8 (4) sentence 3 PartGG.

As of December 31, 2015 there was a stock of 2957 PartG mbB, after 1702 as of December 31, 2014 and 361 as of December 31, 2013. It is expected that the share of about 1/4 of all PartG still will increase significantly.

literature

Individual evidence

  1. ^ Report from the Federal Bar Association on the introduction of the new law. ( Memento of the original from January 18, 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. @1@ 2Template: Webachiv / IABot / www.brak.de
  2. BGH: RechtsanwaltsGmbH & Co. KG cannot be admitted as a law firm, decision of the BGH v. 07/18/2011 - (AnwZ (Brfg) 18/10),
  3. Section 10 (1) sentence 2 BauKaG
  4. § 51a Abs. 2 S. 1 BRAO; Section 52j (2) sentence 1 PAO; § 54 Abs. 1 WiPrO i. V. m. Section 323 (2) HGB; Section 67 (2) sentence 1 StBerG
  5. Partner company with limited professional liability at www.haufe.de from July 17, 2013, accessed on July 20, 2013
  6. ^ A b Jan Lieder , Thomas Hoffmann: Legal facts update on the PartG mbB. In: New Journal for Corporate Law 2016, pp. 287–293.