What this is about
Every cooperation ends at some point, because its goal has been reached, because paths diverge or because a conflict could not be resolved. How it ends helps decide what remains of it. This phase is about winding up the cooperation in good order and honouring what was shared.
The guiding question
What remains of recognition when the work together ends?
In a cooperation, the participants have recognised one another as contributors. They trusted each other with contributions, built on each other’s work and pursued goals that could only be reached together. That recognition does not simply end with the cooperation. It shows in how people part: whether they divide what was shared fairly, whether they still owe and show each other consideration afterwards, and whether they can acknowledge what they created together, even if the ending was difficult. A cooperation that ends well remains an experience one can draw on later. More on the underlying idea is on Recognition.
What helps now
Winding up, not breaking off. A cooperation does not stop the moment someone gives notice. Ongoing work has to be finished or handed over, commitments to third parties met, costs shared. Treating the end as a winding-up means giving it a plan, a person responsible and a deadline. This applies to the withdrawal of one participant as much as to the end of the whole cooperation.
Assets and rights in joint results. Whatever was acquired, produced or earned together must be divided or assigned to one participant. Jointly created works, texts, software or brands are especially delicate. Where several people have created a work together and their shares cannot be exploited separately, they are co-authors, and they decide jointly on publication and exploitation (Section 8(2) German Copyright Act, UrhG). A co-author may not, however, refuse consent contrary to good faith. It is better to settle the fate of such rights in the cooperation agreement and merely carry it out at the end.
Data, access and accounts. Shared data, workspaces, mailboxes, domains and accounts with services are as much part of the winding-up as the bank account. It has to be settled who keeps which data, what is deleted or returned, and how statutory retention duties are met. Those who processed personal data jointly must also end that processing jointly, including erasure (Article 17 GDPR).
Duties after the end. The duty to take account of the other party’s interests (Section 241(2) German Civil Code, BGB) continues beyond the end, for example as to confidentiality. Post-contractual non-compete clauses are possible, but only valid insofar as they protect a legitimate interest and are limited to what is necessary in time, place and subject matter (Section 138 BGB, Section 1 Act against Restraints of Competition, GWB). For departing partners, the courts usually regard two years as the maximum (in distribution, the Vertical Block Exemption Regulation exempts only one year) [prüfen].
Honouring what was shared. A closing occasion at which the participants look back on what they achieved and learned together shapes what people remember later: the work they did together, not the last fractious weeks.
The typical mistake
The typical mistake is the silent break-off. People stop getting in touch, workspaces are abandoned, nobody feels responsible for what is left. Months later it turns out that rights are unclear, data sits with people who should no longer have it, and an account is still running up costs.
Online
Online, ending a cooperation is above all a question of access. Who holds admin rights for the workspace, the domain, the code repository, the shared accounts? These questions are easy to answer if they were settled at the start, and hard if not. A list of all services, accounts and admin rights is therefore the most important tool for winding up.
Online, too, the end needs a closing meeting with everyone present. A final meeting live online in which the participants look back does not quite replace a farewell dinner, but it serves the same purpose. Otherwise, online cooperations often end without any recognisable conclusion, simply because nobody sends another invitation.
Law in this phase
- GbR and eGbR: since 1 January 2024, a partner leaving a civil-law partnership with legal capacity (GbR) no longer dissolves it as a rule (Section 723 BGB); it is dissolved by, among other things, expiry of time, a resolution to dissolve, notice terminating the partnership or achievement of its purpose (Sections 729 and 731 BGB; notice terminating one’s own membership merely leads to departure, Section 725 BGB) and then liquidated (Sections 735 et seq. BGB), whereas a partnership without legal capacity ends and is settled among the partners (Sections 740a and 740b BGB).
- Data and rights: co-authorship, licences in joint results and the end of joint controllership for data.
- The cooperation agreement: how termination, winding-up, rights in results and post-contractual duties can be settled when the agreement is made.