The question
Which legal form suits a cooperation, and what can a legal form actually achieve?
In brief
The legal form is the frame; the cooperation itself has to succeed within it. People who act together often have a legal form before they choose one: the civil-law partnership (Gesellschaft bürgerlichen Rechts, GbR). Every other form mainly decides three things: who is liable, how decisions are made, and how members part ways. For non-profit communities whose members live in several countries, the choice is narrower than one might expect.
The law
German law offers a closed list of forms, each open to much shaping. The table shows the statutory default rules, from which agreements and articles often depart.
| Form | suited to | liability | decisions | how the organs work together | deciding online | exit | publicity | effort to set up |
|---|---|---|---|---|---|---|---|---|
| Cooperation agreement (no company) | lasting exchange; projects without a common purpose in the legal sense | each party for its own obligations | as agreed, otherwise only by consent | no organs; committees as agreed | freely agreed | termination as agreed; always for good cause (Section 314 BGB) | none | low, no formalities; note: a common purpose quickly creates a GbR |
| GbR | small ventures, networks, shared offices | partnership and all partners personally, without limit (Section 721 BGB) | unanimous (Section 714 BGB); majority may be agreed | all partners manage jointly (Section 715 BGB) | no formalities unless agreed | notice of three months to the end of the calendar year; the partnership continues (Sections 723, 725 BGB) | none | none; agreement needs no form |
| eGbR (registered GbR) | GbR holding land or GmbH shares; long-term ventures | as GbR | as GbR | as GbR | as GbR | as GbR; departure is registered | partnership register (Section 707 BGB) | application by all partners, notarially certified |
| OHG / KG (general / limited partnership) | commercial business; since 2024 also liberal professions where professional rules allow (Section 107(1) HGB) | personal, unlimited; limited partners only up to the registered amount (Sections 171, 172 HGB) | unanimous; majority may be agreed | partners manage; in the KG the general partners | no formalities where agreed | notice to the end of the financial year; the partnership continues (Sections 130, 132 HGB) | commercial register | notarially certified application |
| Association (eingetragener Verein, e.V.) | non-commercial purposes; communities with changing members | association’s assets only; without registration, those who act are liable (Section 54(2) BGB) | general meeting, majority of votes cast (Section 32(1) BGB); amending the articles needs three quarters (Section 33 BGB) | board represents (Section 26 BGB); general meeting sets the course | hybrid and virtual meetings (Section 32(2) BGB); without a meeting only if all consent in text form (Section 32(3) BGB) | resignation; notice period at most two years (Section 39 BGB) | register of associations | articles; seven members for registration (Section 56 BGB); notarially certified application |
| Cooperative (eingetragene Genossenschaft, eG) | joint business that serves its members (Section 1 GenG) | cooperative’s assets only (Section 2 GenG); additional contributions only if the articles say so | general assembly, one member one vote (Section 43(3) GenG) | executive board manages, supervisory board oversees; leaner with up to 20 members (Sections 9, 24 GenG) | in person, virtual, hybrid or in stages (Section 43b GenG) | notice to the end of a financial year (Section 65 GenG) | register of cooperatives; mandatory audit (Section 53 GenG) | at least three members (Section 4 GenG); membership of an auditing association (Section 54 GenG) |
| SCE (European Cooperative Society) | cooperative with members from several EU states | SCE’s assets only | one member one vote, limited exceptions (Art. 59 Regulation (EC) No 1435/2003) | two-tier or one-tier (Art. 36) | under the law of the seat [prüfen] | under the articles and the law of the seat | register of the state of the seat | high: members from at least two states, capital of at least EUR 30,000 (Arts. 2, 3) |
| GmbH / UG (private limited company) | joint ventures | company’s assets only (Section 13(2) GmbHG) | majority by shareholding (Section 47 GmbHG); articles amended by three quarters, notarised (Section 53 GmbHG) | managing directors bound by shareholders’ instructions (Section 37(1) GmbHG) | by video if all agree in text form; written procedure (Section 48 GmbHG) | sale of shares, notarised (Section 15 GmbHG); withdrawal only for good cause | commercial register, list of shareholders, annual accounts | notarised formation, also by video; share capital EUR 25,000, UG from EUR 1 |
| AG (public limited company) | large ventures; capital from many | company’s assets only | general meeting by capital | executive board manages on its own responsibility (Section 76 AktG), supervisory board oversees | virtual general meeting if the articles provide for it (Section 118a AktG) | sale of shares | commercial register; extensive duties | high; share capital EUR 50,000 (Section 7 AktG) |
Reading the table
Liability and decision-making belong together. In a GbR every partner is liable with everything they own, so every partner decides, and unanimously. Where liability is limited to the company’s assets, majorities and organs take the place of consensus. A majority clause in a GbR lets others decide over one’s private assets.
Heads or capital. Associations and cooperatives count people; the GmbH and the AG count shares. This shapes the culture of a community more than any preamble. Where every vote weighs the same, majorities have to be won by persuasion.
The exit is underestimated. How someone leaves, what they take with them and whether the community continues without them often decides whether a conflict stays manageable. Notice given by a partner generally leads to that partner’s departure rather than to the dissolution of the partnership: in the OHG since 1998, in the GbR since 1 January 2024.
The choice is not final. A GbR becomes an eGbR by registration and an OHG by running a commercial business; an association can convert into a cooperative or a GmbH (Umwandlungsgesetz).
Online
Every form now allows decisions online, on different conditions: in a GbR without formalities unless the partnership agreement provides otherwise, in an association under Section 32(2) BGB, in a GmbH without a provision in the articles only if all shareholders agree in text form (Section 48(1) GmbHG), in a cooperative by decision of the executive and supervisory boards (Section 43b(6) GenG). Formation can also take place online: a GmbH’s articles can be notarised by video (Section 2(3) GmbHG), and applications to the registers can be certified by video (Section 12(1) HGB, Section 77(2) BGB). See Decisions and meetings.
Cooperation within
The column on organs shows only the statutory skeleton. Whether shareholders trust one another and whether a management team works as a body, no legal form settles by itself. See Shareholders among themselves, Management as cooperation and Shareholders and management.
For international communities
A German association with members abroad. German law requires neither nationality nor residence in Germany. The registered seat must be in Germany, the registry court works in German, and the application can be certified by video. Charitable status for purposes pursued abroad requires the domestic link under Section 51(2) Fiscal Code (AO). See Association.
For orientation only, not advice on foreign law:
- The Swiss association (Verein, Art. 60 et seq. Swiss Civil Code) acquires legal personality without registration as soon as its statutes show the intention to exist as a body. Many international sports federations are organised this way.
- The Belgian AISBL (association internationale sans but lucratif) is designed for international non-profit bodies and is widespread among European networks in Brussels. Its formation is more formal than that of a German association [prüfen].
- A US nonprofit corporation is formed under the law of a state. Tax exemption under Section 501(c)(3) of the Internal Revenue Code matters mainly where donors are based in the United States.
Which law governs relations between members and where disputes are heard is discussed under Across borders.
In development
- European association: the Commission proposed a directive on European cross-border associations in 2023 and announced its withdrawal in October 2025.
- Steward ownership: in March 2026 the Federal Ministries of Justice and Finance presented a framework concept for a “company with tied assets”.
In which phases
- Designing the cooperation: the form is chosen here, before it arises by itself.
- Agreeing the cooperation: the partnership agreement or articles decide how the form is lived.
- Developing the cooperation: a growing cooperation may call for a change of form.
- Ending the cooperation: departure, compensation and continuing liability depend on the form.
Limits of this account
The table simplifies the statutory default rules. Tax law, co-determination and professional regulation are not covered.
As at 30 September 2026