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The General Partnership in Corporate Law - General-Partnership

The General Partnership [Offene Handelsgesellschaft - OHG) is a personal type of firm that operates a business under a company name.


Cologne, Germany -- (SBWIRE) -- 10/11/2013 -- GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Bremen, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London - conclude: When two or more individuals or corporate bodies join together to operate a business under a firm name, they form an OHG. It means that at least two "persons", i.e. one or more individuals or corporate bodies, participate in an OHG which they establish through a generally informal partnership agreement. Registration of an OHG in the corporate register only has declaratory effect, i.e. it is not a mandatory requirement for the emergence of an OHG. The general partnership comes only into being when business starts.

Management of an OHG is always up to all partners. Thus, the OHG operates under the principle of individual management, i.e. each partner can do business for the company alone. Under certain circumstances, the other partners have a right of objection when an individual manager makes a decision. It is also possible that the partners agree upon another type of management in the partnership agreement, such as collective management, which means that business can only be transacted jointly by all partners. However, it must be noted that there has to be at least one executive manager.

According to the Commercial Code [HG], the firm must use the suffix OHG if none of the partners is an individual person. An OHG is a legal entity and thus subject to rights and duties.

The partners of an OHG have direct, personal and unlimited liability for the OHG. They are severally liable for the business debts. If a partner enters an already existing OHG, he also becomes liable. Even when a partner is leaving the OHG, he is still responsible for the company’s liabilities for five years.

Under certain circumstances, it can be helpful to consult a lawyer with experience in corporate law to draw up an appropriate partnership agreement, to be prepared for all eventualities.

A lawyer can also help to dissolve an OHG, to determine any possible damage claims within the company as well as against third parties.

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