GmbH & Co. Found a KG online - immediately, easily and quickly

GmbH & Co. KG online: Tips for a legally compliant formation process

What do I need to know about the organization of a GmbH and KG? When is a GmbH & Co. KG make particular sense for me? And what about liability? The corporate form of a GmbH & Co. KG is somewhat more complex than conventional company forms.nullIt is therefore advisable to rely on professional support when company formation a GmbH & Co. KG with professional support. A specialized lawyer can help you in the area of GmbH & Co. KG online by informing you about the formation process, supporting you in all processes and setting up your company with you in a legally compliant manner.

What is a GmbH & Co. KG?

The GmbH & Co. KG is a special form of limited partnership (KG) and consists of a KG and a limited liability company (GmbH). In contrast to a normal KG, the partners are not liable with all their assets, but the GmbH assumes liability.

When is a GmbH & Co. KG make particular sense?

This legal form is particularly interesting for companies that want to flexibly expand their equity capital without having to forego the limitation of liability. This can be done particularly easily by flexibly taking on additional shareholders. This also spreads the entrepreneurial risk and makes it easy to bring specialist knowledge or good contacts into the company. This also works for participation in only certain projects where external expertise and resources can be contributed. There are also tax advantages if the regular expected profits in a calendar year are less than EUR 400,000. This is due to the fact that, in contrast to a GmbH, the taxation of distributed profits to the shareholders of a GmbH & Co. KG is much lower. A GmbH & Co. KG is also often used for closed-end funds, as the participation of third parties can be flexibly controlled and the liability of the partners is limited by the GmbH. This means that the parties involved can never lose more capital than was previously contributed.

GmbH & Co. Founding a KG online - requirements

To set up a GmbH & Co. KG must pay in at least EUR 12,500 as a contribution. Up to the contribution of EUR 25,000, however, the partner must be personally liable for the difference of EUR 12,500. There is no deadline for the contribution, which means that the partner can determine the time himself. There is no minimum capital requirement for the company formation of a KG.
Two companies must be formed, the KG and the GmbH. You cannot form the GmbH & Co. KG on your own, you need at least one other partner.

What forms of GmbH & Co. KG exist?

In addition to the usual form of the GmbH & Co. KG in the narrower sense, there are other forms of this type of company:

GmbH & Co. KG in the narrower sense

In this case, the shareholders of the KG are also shareholders of the general partner GmbH and the shareholdings in the KG and GmbH are identical. This form is particularly popular with companies that are managed by families. On the one hand, family members can be integrated into the company without this also involving management. At the same time, no outside shareholders can exercise voting rights in the company. This form is also popular because succession can be determined as a limited partner and the individual co-heirs take on the position of the deceased in the amount of their inheritance share. This would be different in the case of a GmbH, where the partners jointly assume the legal position of the deceased. In this way, the share quotas of the family members can be kept unchanged.

Einheits-GmbH & Co. KG

In this case, the assets of the GmbH consist exclusively of the investment in the KG. The KG is in turn the sole shareholder of the GmbH. This results in a reciprocal participation between the GmbH and the KG. The limited partners do not hold any shares in the GmbH. This is advantageous for simplified and centralized management. All limited partners are also shareholders of the general partner GmbH via their KG shareholding. However, this makes it easier to take on new investors without having a significant influence on decisions in the company.

Publikums-GmbH & Co. KG

This form of company operates with many limited partners who do not hold an interest in a GmbH. This form is particularly interesting for companies in need of investment, as there is a clear separation of the company management and the capital providers. This means that many limited partners can participate in the company without being able to influence decision-making in the company.

Costs for the company formation of a GmbH & Co. KG

Both a GmbH and a KG must be established. Both processes can be combined in one notarization appointment, whereby the following sequence applies:

• company formation of the GmbH
• company formation of the KG
• if applicable, contribution of the GmbH shares to the KG.

The KG is formed by the limited partners and the GmbH concluding the partnership agreement of the KG. The conclusion of the agreement does not require notarization. Immediately afterwards, the application of the KG for initial entry in the commercial register is signed. The application requires a notarized signature and is usually made at the same time as the company formation of the GmbH.

Items and associated costs

• Notarization EUR 800 - 860 (GmbH) + EUR 170 (GmbH & Co. KG articles of association)
• Commercial register entry 150 - 240 EUR per company
• Business registration 20 - 60 EUR
• IHK fee from 120 EUR

GmbH & Co. KG online: Duration of company formation

If you want to set up a GmbH & Co. KG, this usually takes 3 - 4 weeks. Once the shareholders have decided to set up a GmbH and it has been notarized by the notary, the company is a so-called pre-GmbH. This means that the shareholders are still liable with their private assets. After notarization of the articles of association, it is a GmbH in company formation, which is immediately fully capable of doing business. Upon entry in the commercial register, the Gmbh & Co. KG has limited liability, i.e. it is only liable with its capital contribution.nullThe actual duration depends on various factors:

• How quickly can the founder and notary find an appointment?
• Was the business account opened on time?
• Will the desired company name be accepted by the local court?
• Is there agreement among the shareholders on the structure of the articles of association?

Recht 24/7 helps you to carry out the individual steps as time-efficiently as possible.

Advantages and disadvantages of a GmbH & Co. KG

With a GmbH & Co. KG company formation online - as with the company formation of other company forms - there are advantages and disadvantages.

Advantages

• Limitation of liability: The GmbH & Co. KG is a "partnership with limited liability", which means that the partners are not liable with their private assets, but only with the assets of the GmbH.
• The management of the company can be transferred to a non-shareholder, so-called "external management".
• Flexible company form: Changes to the articles of association of the KG do not have to be notarized. However, they must be registered with the commercial register by a notary.
• Quick equity capital: By taking on limited partners, you can flexibly procure new equity capital.
• Easy access to profit shares

Disadvantages

• High formation costs: compared to other company forms, high costs and many formalities are to be expected here
• High administrative and accounting costs: separate annual financial statements for GmbH and KG and their disclosure
• Limited creditworthiness due to the limitation of liability

How to set up a GmbH & Co. KG - Instructions in 6 steps

Step 1: Conclude articles of association for the GmbH and the KG

Two partnership agreements are concluded, which are coordinated with each other. This helps to ensure clear responsibilities in the event of a dispute. The partnership agreement for the general partner GmbH should regulate how the partners involved in the management of the company work together. The partnership agreement for the KG regulates how the partners participate in the success of the company.

Step 2: Notarization

As part of the notary appointment, both the company documents of the general partner GmbH and the articles of association of the GmbH & Co. KG are notarized.

Step 3: Open business accounts for GmbH and KG

You need one account each for the GmbH, where the share capital is paid in, and the KG, which contains the liquid funds for business operations.

Step 4: Entry of the general partner GmbH and the KG in the commercial register

Your GmbH can only be entered in the commercial register once the share capital has been paid into the business account in full. The GmbH & Co. KG is founded by the GmbH and the limited partners after the GmbH has been entered in the commercial register. The KG becomes legally effective upon entry in the commercial register.

Step 5: Registration with the trade office and tax office

Registration with the trade office is mandatory, as the GmbH & Co. KG must pay trade tax. The tax office registers the GmbH & Co. KG is registered for tax purposes and then receives a tax number. In the case of international trade relations, a VAT identification number can also be applied for with the questionnaire from the tax office.

Step 6: Registration with the Chamber of Industry and Commerce and the employers' liability insurance association

The GmbH & Co. KG must be registered with the Chamber of Industry and Commerce (IHK).
If the GmbH & Co. KG employs staff, it must be registered with the relevant employers' liability insurance association. If your company cannot be assigned to a cooperative, the Verwaltungs-Berufsgenossenschaft (VBG) is responsible.
If you want to set up your GmbH & Co. KG online, Recht 24/7 will help you to implement these steps as time-efficiently as possible.

How is the profit in a GmbH & Co. KG distributed?

The rules of the limited partnership apply to the distribution: Each partner, i.e. general partner and limited partner, receives a preferential dividend of 4% on their capital share. All remaining amounts are distributed on a pro rata basis or in accordance with the provisions of the partnership agreement.

You pay these taxes for the GmbH & Co. KG

The mandatory taxes include

• VAT: 19 percent on all invoice amounts (7 percent for products or services for basic needs, such as food)
• Trade tax: Amount varies from municipality to municipality, the tax-free amount is 24,500.00 euros
• Wage tax: between 14 and 45 percent, if employees are employed
• Corporation tax: 15% of the GmbH's surplus within the GmbH & Co. KG plus 5.5% solidarity surcharge, payable quarterly in advance. However, you can set up your company in such a way that the GmbH does not make a profit and no corporation tax is payable.
• Income tax: This is based on the profit share of the individual limited partners in the KG.

What about liability for the GmbH & Co. KG?

The GmbH & Co. KG is a special form of KG. A normal KG consists of at least one limited partner and one general partner. Limited partners are shareholders who are only liable for the liabilities of the company up to the amount of their contribution. They can neither manage nor represent the business. The general partners, on the other hand, have unlimited liability with their private assets, represent the company and manage the business.
In the case of a KG, the general partners are normally liable with their private assets. In the case of a GmbH & Co. KG, the GmbH takes the place of the fully liable general partner. The consequence is that there is no longer a general partner with full liability.