Kommanditgesellschaft (KG) in das Handelsregister eintragen

• § 12 Handelsgesetzbuch (HGB) – Anmeldungen zur Eintragung und Einreichungen
• §§ 106, 108 HGB – Errichtung der Gesellschaft
• §§ 161, 162 HGB – Kommanditgesellschaft
• § 24 Verordnung über die Errichtung und Führung des Handelsregisters (HRV) – Verfahren bei Anmeldung, Eintragung und Registerbekanntmachungen
• §§ 39a, 40a Beurkundungsgesetz (BeurkG) - Einfache elektronische Zeugnisse, Beglaubigung einer qualifizierten elektronischen Signatur
• Gesetz über Kosten der freiwilligen Gerichtsbarkeit für Gerichte und Notare (GNotKG)
• Verordnung über Gebühren in Handels-, Partnerschafts- und Genossenschaftsregistersachen (HRegGebV)

If you set up a limited partnership (KG), you are obliged to register it in the commercial register.

The KG only comes into existence and has full legal capacity once it has been registered. The registration of a KG that is already operating a commercial business, on the other hand, is only legally confirmatory, as the company already exists prior to registration. It should be noted, however, that the limited partner is generally liable without limitation for liabilities of the limited partnership established prior to registration if the limited partnership has already commenced business with the consent of the limited partner prior to registration.

Single point of contact

You can use the service of the single point of contact for this procedure. They will guide you through the procedure, take care of the correspondence with all the authorities responsible for your matter and provide you with expert advice.

The registration of a limited partnership must contain

• the surnames, first names, dates of birth and places of residence of all partners
• the name of the company and the place where it has its registered office, as well as the domestic business address
• the power of representation of the partners
• all limited partners and the amount of the contribution of each of them
• The registration must also indicate the location of the business premises, which differs from the domestic business address, and the object of the company, if this is not apparent from the company name.

Note: There are often several weeks between drawing up the articles of association and entry in the commercial register. You should therefore check that the articles of association are up to date before registering.

• Social contract

• Fees for notarial activity and entry in the register
• Expenses for the public announcement

To submit an application, contact a notary.

• The notary will advise you on how to formulate the application.
• The application is made exclusively electronically and a publicly notarised document is created for this purpose. From 1 August 2022, the document can also be notarised using video communication.
• The declaration is provided with an electronic signature and sent to the electronic court and administrative mailbox of the registry court.

Amendments

Have key details about your company, such as the registered office, legal form or authorised representatives, changed? Then have the commercial register entry corrected immediately.

The entry is made in the same way exclusively via a notary.

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If the registry court refuses to enter your limited partnership in the commercial register, an appeal can be lodged in accordance with Section 382 (4) sentence 2 FamFG pursuant to Section 58 (1) FamFG or, if applicable, an appeal on points of law pursuant to Section 70 (1) FamFG.