Difference between GmbH and GmbH & Co. KG
For a long time, the GmbH was one of the most popular legal forms among company founders. However, the GmbH & Co. KG also has its advantages, as a result of which more and more founders and also existing entrepreneurs of a GmbH are opting for this type of company. If you would like to set up a company, you should find out about the special features of the two legal forms in advance. There are a few different regulations, but there are also many similarities to be observed.
Basic similarities between the two legal forms
As a limited liability company, the GmbH is a limited liability company. The GmbH & Co. KG, on the other hand, is a limited liability partnership and as such a special form of the limited partnership. The otherwise personally liable partner in this special limited partnership is not a natural person, but is replaced by the limited liability company.
Both companies can each be founded by one person. Accordingly, you can also opt for this type of legal form if you want to set up the company on your own. Because although the GmbH & Co. KG is composed of a partner and the limited partner, this role can also be assumed by one person.
The start-up capital, which you need to set up the company, is the same in both cases and is 25,000 euros.
In both cases, you can freely choose the name of the company. You only have to make sure that this is not protected and is not already used by a company. The selected legal form must always be attached to the company name.
In both forms, liability is limited, because in the case of a GmbH & Co. KG, the liability of the general partner is assumed by the GmbH. And the limited partners also only have to be liable with the assets brought in.
Sales, income and trade tax must be paid in both cases and are based on profit, income and place of residence. Because the level of business tax can differ significantly in individual cities. However, there may be exemptions to be observed in the partnership.
Depending on the industry and size in which you are planning to set up a company, ...
Important differences between GmbH and GmbH & Co. KG
One of the important differences between the two legal forms is the tax advantage of the GmbH & Co. KG. Because corporation tax is only to be paid for the share of the GmbH, which usually does not generate large profits. Therefore, when you choose this legal form, you often only have to expect a very small amount of corporate income tax or it is completely eliminated.
In the case of a limited liability company, the managing director's salary can usually be stated as operating expenses. This is due to the fact that, from a tax point of view, the managing director is to be treated as an employee without social security obligations. However, this is the case with the GmbH & Co. KG. This results in tax disadvantages for this company, which you should take into account.
However, there are options for depreciation for buyers of the GmbH & Co. KG, which is not the case with the corporation. This can also simplify a possible sale of the company, as a potential buyer will take this into account.
The expense for bookkeeping is higher at the GmbH & Co. KG. Because you need to keep books for both the limited liability company and the limited partnership.
Another difference lies in the start-up costs. Because these are significantly higher at the GmbH & Co. KG. This is because with this special type of limited partnership, two companies have to be founded at the same time.
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