The legal form determines the structure, responsibility, risk, and external representation of the company.
Sole enterpreneur: Simple, flexible, but with unlimited personal liability for all liabilities.
Civil law partnership: Informal association without legal personality, suitable for small or temporary projects.
Structure: Regulates decision-making processes, responsibilities, and hierarchy within the company.
Legal capacity: Determines whether the company itself can acquire rights and assume obligations
Management: Defines responsibilities, decision-making powers, and control mechanisms within the organization.
Liability: Determines the personal risk of those involved and the protection of private assets.
Both the OG and the KG are partnerships that are formed by the association of at least two persons for the pursuit of a common economic purpose.
Both companies are founded by a partnership agreement and become legally capable upon entry in the commercial register.
They are considered to be engaged in business activities if their activities are independent, permanent, and economically oriented.
Management and representation are generally the responsibility of the partners (general partners) who actively manage the company.
In both cases, the managing partners (general partners) are liable without limitation, directly, nd jointly and severally with their entire assets.
In a KG, there are also limited partners who contribute capital but are excluded from management
Limited partners have limited liability – up to the amount of their liability entered in the commercial register.
Limited partners are not authorized to represent the company externally unless they are granted express power of attorney.
This structure of the KG allows investors to participate without bearing any entrepreneurial risk or decision-making responsibility
A GmbH is a corporation with a clear separation between shareholders and management, as well as limited liability.
t has two bodies—the shareholders’ meeting (strategic management) and the management (operational implementation).
It is established by a partnership agreement and entry in the commercial register, which gives it legal capacity and liability protection.
The GmbH is considered an entrepreneur by virtue of its legal form, regardless of its actual economic activity.
Representation: Regulates who is legally authorized to act on behalf of the company externally.
Entrepreneurial status: Results from independent, permanent, economic activity, not from mere designation.