Only members of the liberal professions can join together in the partnership to exercise their professions. It is essentially based on the principles of the partnership under civil law. (GbR). In contrast to the GbR, however, the partnership society offers the possibility of a limitation of liability.
Establishment of a Partnerschaftsgesellschaft
The partnership is a society in which members of liberal professions (natural persons) join together to exercise their professions. It does not exercise a commercial trade.
Freelancers are in the sense of the PartGG (§ 1 para. 1 sentence 3 PartGG):
- Veterinary surgeons
- alternative practitioners
- Healing masseurs / masseuses
- Members of the bar associations
- Patent attorneys
- Certified public accountants
- Tax consultants
- Consultant economists and business economists
- Sworn auditors (sworn accountants)
- Tax agent
- Commercial chemists
- full-time expert
- Scientists and scholars
- Teachers/teachers and educators
The possibility of a merger in a partnership company is subject to the respective professional law. This means, for example, that lawyers may only merge with the other professionals listed in § 59a BRAO.
Minimum capital is not required.
The partnership agreement must be drawn up in writing and contain
the name and location of the partnership; the surname and first name and the profession exercised in the partnership and the place of residence of each partner; the object of the partnership.
Registration and entry in the partnership register
The application is made to the electronic partnership register. This is done by the notary, who must also certify this registration (signatures of the partners).
The special feature of the partnership company is the possibility of limiting liability.
In general, the partners are jointly and severally and personally liable for obligations of the partnership. However, if only individual partners were involved in the processing of an order, only they are liable for any professional errors resulting from this. This means that in this case the other partners are not liable with their private assets.
An “order” in the sense of the regulation is, for example, the consulting order, the legal mandate, the medical treatment contract, etc.
“Being involved” means that the partner has processed the order himself or has supervised its processing or should have done so according to the internal distribution of responsibilities.
This presupposes that at least one partner has been involved in the assignment and thus at least one partner in the firm assumes personal responsibility and liability for the professional error. If several partners have dealt with the matter, they are jointly and severally liable.
By law, a limitation of liability for claims arising from damages due to professional misconduct may be permitted for individual professions up to a certain maximum amount. The prerequisite is that at the same time an obligation to take out professional liability insurance for the partners or the partnership is established (§ 8 PartGG).
Freelancers, whose liability is limited by professional law and regulations, must take out liability insurance.
The partnership bears the burden of proof that liability is limited and who was actually involved in the assignment.
Name of the partnership
The name of the partnership is composed of three elements:
(1) the name of one or more partners,
(2) the words “and partners” or “partnership
(3 ) and the names of all the professions represented in the partnership.
The name of the partner, legal form and professional title form the core of the partnership name. The indication of at least one partner is sufficient as partner name. However, two or more partner names may also be included in the name of the partnership. (§ 2 paragraph 1 PartGG).