Joint and several liability with the GbR

The civil law society ("BGB-Gesellschaft" or "GbR") is the basic type of partnership. It arises when you contract with other people to promote a common purpose.

Your liability in the GbR is unlimited

• You have to know that for the GbR any legal, not even commercial, corporate purpose comes into consideration (joint construction project, joint property, partnership of freelancers, joint organizations of a Concerts). As soon as you operate a trade, your GbR automatically becomes a general partnership (oHG) without any further action.
• You must also know that the law requires the consent of all shareholders for any business. This principle of unanimity naturally makes the day-to-day decision-making process cumbersome.
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• In practice, you can therefore transfer the management of the company to one or more shareholders. You can limit their management authority to a certain amount and for certain important transactions still unanimously or a majority resolution in the articles of association arrange.

Joint and several responsibility of all towards third parties

• Note that the GbR is characterized by the joint and several liability of all partners. Joint and several liability means that for the liabilities of the company the Company assets, but also all shareholders personally with their private assets as Joint and several debtors are liable.


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• If you are jointly and severally liable, it means that you are a creditor to society, personally and everyone other shareholders at their discretion and at their own discretion for a claim in full can. The creditor is free to choose - if you are claimed, you must pay the claim in full.
• So you cannot refer the creditor to the other shareholders. You only have a right of recourse against your other shareholders internally, from whom you in turn, since you are now acting as a creditor yourself, claim each and every one of them as joint and several debtors can.

As a new shareholder, you are not liable for old claims

• You also need to know that as a new partner you are not personally liable for obligations that the company entered into before you joined.
• You are only liable with your share of the company's assets as well as for liabilities arising after your entry.

This is how you limit the risks

• To limit your risk, you must be jointly and severally responsible when entering into legal transactions Liability of the managing director or the company as a whole on the company's assets restrict. The prerequisite is that you expressly agree this limitation of liability with the business partner, preferably in writing.
• In addition, you can limit the management authority of a manager internally to certain transactions or to certain object values. In the external relationship, however, the obligee does not have to allow this restriction to be objected to.
• If you want to be absolutely sure, it must be everyone's joint management authority Leave shareholders and for each decision unanimity or a certain majority arrange.
• If you want to avoid this joint and several liability, you have no choice but to set up a GmbH.

Overall, you are well advised to seek legal advice in view of the complexity of the matter. Please note this article only as a non-binding guide.