cooperation.law

Acting together binds us.

Civil-law partnership (GbR and eGbR)

The question

When do people who work together form a civil-law partnership, and what follows for liability, decisions and leaving?

In brief

The civil-law partnership (Gesellschaft bürgerlichen Rechts, GbR) is the basic form of acting together in German law. You have one without choosing it as soon as several people bind themselves to promote a common purpose. If it acts externally, it has legal capacity, register or not. If it registers in the partnership register, it becomes a registered partnership (eGbR). Unless otherwise agreed, all partners decide jointly and unanimously, and all are personally liable.

The law

Formation. The partnership is created by the partnership agreement, in which the partners undertake “to promote the achievement of a common purpose in the manner determined by the agreement” (Section 705(1) German Civil Code, BGB). No form is prescribed; the agreement can be oral or implied by conduct. The purpose may be commercial or idealistic, lasting or limited to one project. What matters is the intention to be legally bound. Joining out of courtesy or loose interest does not create a partnership. A partnership running a commercial business is by law a general partnership (OHG).

With or without legal capacity. Since the Act to Modernise the Law on Partnerships (MoPeG) came into force on 1 January 2024, the law distinguishes two kinds. A partnership with legal capacity can itself acquire rights and incur obligations if, according to the partners’ common will, it is to take part in legal transactions. A partnership without legal capacity only governs the relations between the partners (Section 705(2) BGB) and has no assets of its own (Section 740 BGB). Where the partnership runs a business under a common name, participation in legal transactions is presumed (Section 705(3) BGB). The courts had recognised this since 2001.

The register and the eGbR. The partners may apply for registration in the partnership register (Section 707(1) BGB). There is no duty to do so, but there are occasions: a GbR can only acquire land once registered (Section 47(2) Land Register Code, GBO), and the same applies to being entered in a GmbH’s list of shareholders (Section 40(1) sentence 3 GmbHG) and to holding an interest in another registered partnership (Section 707a(1) sentence 2 BGB). All partners must file the application (Section 707(4) BGB), with notarial certification (Section 707b no. 2 BGB with Section 12 HGB). Once registered, the partnership must add “eingetragene Gesellschaft bürgerlichen Rechts” or “eGbR” to its name (Section 707a(2) BGB), and the publicity rules of the commercial register apply: a change that should have been registered but has not been, such as a new rule on representation, generally cannot be relied on against third parties (Section 707a(3) BGB with Section 15 HGB). There is no way back: a registered partnership is deleted only after dissolution and winding up (Section 707a(4) BGB).

Management and representation. All partners are entitled and obliged to manage the partnership’s affairs (Section 715(1) BGB), jointly unless delay would cause harm (Section 715(3) BGB). Transactions beyond ordinary business require a resolution of all partners (Section 715(2) BGB). Externally, all partners represent the partnership jointly unless the agreement provides otherwise (Section 720(1) BGB); restrictions on the scope of authority have no effect against third parties (Section 720(3) BGB).

Resolutions. Resolutions require the consent of all partners entitled to vote (Section 714 BGB). The agreement may provide for majority decisions; voting power then follows the agreed shares, failing that the value of contributions, and finally heads (Section 709(3) BGB).

Information. Every partner may inspect the partnership’s records and ask for information. The agreement cannot exclude this right where it is needed to exercise membership rights, particularly if dishonest management is suspected (Section 717(1) BGB). Managing partners must report of their own accord (Section 717(2) BGB).

Liability. Partners are personally liable to creditors as joint and several debtors, and any agreement to the contrary is ineffective against third parties (Section 721 BGB). New partners are liable for existing debts (Section 721a BGB); departing partners remain liable for five years for debts incurred before they left (Section 728b BGB).

Duty of loyalty. The statute does not mention it, but it follows from the agreement itself. Whoever undertakes to promote a common purpose must have regard to the interests of the partnership and fellow partners. In exceptional cases it can even require consent to a necessary amendment of the agreement.

Leaving. Since 2024 a partner’s notice generally leads to that partner’s departure rather than dissolution (Section 723(1) BGB). For a partnership of indefinite duration the notice period is three months to the end of the calendar year (Section 725(1) BGB). The right to give notice for good cause cannot be excluded (Section 725(6) BGB).

Online

Any informal online network with a common purpose can be a GbR. Three translators who accept work through a shared website under a shared name and split the income are running a business under a common name. The law presumes a partnership with legal capacity, and each of them is personally liable for its debts. A group that rents a server or books an event in the group’s name may likewise be taking part in legal transactions without anyone calling it that.

A reading group that meets weekly by video call, where no one owes anything, is different: there is no intention to be legally bound. The line does not run between online and on site, but between an arrangement and an obligation.

Online, the line is harder to see. Someone who joins a group through an invitation link often does not know whether they have become a partner, and neither do the others. When an online community signs contracts, handles money or appears under its own name, it is time to agree on a form: a partnership agreement with clear rules, an eGbR, or an association that avoids personal liability.

A GbR can decide online without difficulty, by email, chat or video call, because the law prescribes no form. That is exactly why a rule in the agreement helps: how meetings are called, with what notice, how votes are cast and how results are recorded. The application to the register can also be certified by video (Section 12(1) sentence 2 HGB).

Cooperation within

In no other form is cooperation so direct: everyone decides, everyone acts, everyone is liable. Unanimity protects each partner from the majority, but it can also paralyse. A good agreement therefore says who is responsible for what, when the majority decides and what happens if no agreement can be reached. See Shareholders among themselves, Management as cooperation and Shareholders and management.

In which phases

Limits of this account

This page describes the general law of the GbR after the MoPeG. Tax and professional rules, for instance for doctors or lawyers, are not covered.

As at 30 September 2026