Distribution of profits at a GmbH & Co. KG

The GmbH & Co. KG is a limited partnership whose sole general partner is a GmbH. The liability of the general partner is therefore limited to the assets of the GmbH. In a simple KG, at least one partner is personally liable.

In the case of a GmbH & Co. KG, the GmbH is personally liable

• As with the OHG, the profit and loss calculation is based on the established annual financial statements. The annual financial statements are prepared by the personally liable partner, in this case by the GmbH, represented by the managing director.
• According to the legal regulation, the distribution of profits takes place in such a way that each partner, both the The general partner and the limited partner receive a preferential dividend of 4% on their capital share. If the profit is lower, the percentage is reduced.

The profit distribution is based on capital shares

• If the profit is higher, it is not distributed according to the head, but according to § 168 II HGB according to "a proportion appropriate to the circumstances". This formulation means that the shareholders of the GmbH & Co. KG can determine in the articles of association the ratio in which an individual partner is involved in the distribution of profits. As a rule, the higher the company share, the higher the profit share.
• As a rule, the general partner in the GmbH & Co. KG receives a profit in advance due to his personal liability. The profit remaining thereafter is distributed in proportion to the capital shares.


The limited partnership and its distribution of profits - information

The limited partnership is a special form of the general partnership. …

• The loss distribution is also based on the same principles. However, the limited partner only participates in the loss up to the amount of his capital share and, if applicable, his arrears contribution.
• He retains his position as a partner even if his capital account is consumed by losses. Even after that, he continues to participate in the loss, so that a negative capital account arises. Future profits are only added to him after the negative capital account has been balanced. Before that, he cannot request any cash payment of his winnings. He is not regularly subject to any obligation to make additional contributions.