Foundation GmbH & Co. KG

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The Stiftung GmbH & Co. KG is a special form of the limited partnership (KG) in German law , specifically the GmbH & Co. KG , and thus a partnership . It serves to regulate company succession. The personally liable partner ( general partner ) is not a natural person, but a GmbH . The foundation acts as a limited partner .

The legal form can be used for various purposes (see below).

company

Both the GmbH and the Stiftung GmbH & Co. KG are entered in the commercial register. The foundation is entered in the foundation register. The company must according to Section 19, Paragraph 1, No. 3 of the German Commercial Code (HGB) (new version) has the designation “limited partnership” or a “generally understandable abbreviation” of this term (KG) in its name.

Shareholder

The partnership agreement regulates the relationships and rights of the shareholders among one another. The relevant requirements for the KG from the HGB ( § 161 ff) are largely dispositive, i.e. In other words, they can be waived by contractual agreements in the articles of association.

In contrast to the Stiftung & Co. KG , in which the foundation acts as a general partner, the foundation and other people act as limited partners. On page of the limited partners , the designated duty deposit the amount that a limited partner has paid into the company. The foundation is obliged to maintain the basic assets. Your contribution can therefore not come from the basic assets, but must come from the additional assets.

Reasons for a foundation GmbH & Co. KG

  • Management: External specialists can be employed as managing directors of the limited partner foundation.
  • Liability regulation: Instead of a natural person, the GmbH acts as full liability.
  • Succession plan: The foundation is "immortal". This is particularly important for family businesses. This benefit only applies if the foundation holds all or most of the limited partner's shares.
  • Knowledge management: Experts are consulted via the foundation's advisory board or board of trustees and are involved in the decision-making processes.

Income tax and corporation tax

In terms of income tax law, the Stiftung GmbH & Co. KG is a partnership . As a partnership, the Stiftung GmbH & Co. KG itself is neither subject to corporation tax nor income tax , as the Income Tax Act only applies to natural persons. Trade tax only applies to commercial activities. The profit shares of the limited partners - insofar as they are natural persons - are subject to income tax.

Demarcation

If the foundation does not act as a limited partner but as a general partner, it is usually a foundation & Co. KG .

Web link

Individual evidence

  1. Source: Foundation Science , accessed October 27, 2017.