General Partnership (Offene Handelsgesellschaft)

A (German) partnership formed for the purpose of carrying on a commercial business under a joint business name is a general partnership (Offene Handelsgesellschaft, oHG) if no partner's liability is limited vis-à-vis the partnership's creditors. See § 105 of the German Commercial Code (Handelsgesetzbuch). In order to establish an oHG, two or more partners must conclude a partnership agreement. All partners are jointly and severally liable for the oHG's debts and liabilities. The German general partnership must be entered in the commercial register (Handelsregister). Upon the death of a partner, the partnership is continued with the remaining partners unless it was agreed in the partnership agreement that the partnership ends. § 131 Abs. 3 Satz 1 Nr. 1 HGB. The death of a partner and the entry of his/her heirs into the company must be registered in the  commercial register. See § 161 (2), § 143 (2), § 107 HGB. In order to register the heir, he/she generally has to prove his/her inheritance rigth by way of a certificate of inheritance (Erbschein) If there is an executor (Testamentsvollstrecker), a certificate of executorship is also required. 


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Glossary

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