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- The GmbH & Co. OHG is a merger of the advantages of the OHG and the GmbH.
- A minimum capital of 25,000 euros is required for the foundation.
- The company is liable with its company assets, while the GmbH has limited liability.
- All shareholders can be active in the management, depending on the articles of association.
- The company is treated as a partnership for tax purposes, which involves special taxation modalities.
- The GmbH & Co. OHG offers opportunities for tax optimization and individual participation structures.
- The legal form remains relevant for business start-ups and expansions in the SME sector.
Legal basis and development context
The GmbH & Co. OHG is a complex legal form of German company law with deep historical roots. Its origins date back to the middle of the 20th century, when entrepreneurs were looking for flexible liability models. The legal form combines the advantages of a general partnership (OHG) with the limited liability of a limited liability company (GmbH). Legally, it is considered a commercial partnership and is subject to the provisions of the German Commercial Code (HGB). The GmbH acts as the personally liable partner, while additional partners are possible. The company is entered in the commercial register and can operate under its own name. This structure enables entrepreneurs to minimize liability risks and at the same time benefit from tax advantages. The legal form has established itself as an attractive form of organization, particularly in the SME sector. It offers entrepreneurs a high degree of freedom in terms of company structure. The flexibility of the legal form makes it an important instrument for company development.
Formation, liability and representation
The formation of a GmbH & Co. OHG requires several precisely defined steps and legal considerations. At least two shareholders are required, one of whom must be a GmbH. A minimum capital of 25,000 euros for the GmbH must be observed. The articles of association must be notarized and entered in the commercial register. The liability structure is complex and multi-layered. The company is liable with its company assets. The liability of the GmbH as a shareholder is limited to the amount of its share capital. Other shareholders may have unlimited personal liability. Representation is carried out by the managing directors of the GmbH. All shareholders are generally authorized to manage the company, unless the articles of association stipulate otherwise. Management can be regulated individually in the articles of association. The shareholders can precisely define representation regulations and management powers. The flexibility of the representation regulations is a key advantage of this legal form. The structure makes it possible to structure responsibilities and competencies individually.
Tax and economic prospects
The tax treatment of GmbH & Co. OHG is complex and offers various structuring options. For tax purposes, the company is treated as a partnership, which entails specific taxation modalities. Profits are attributed directly to the partners and taxed by them. The GmbH as a shareholder is subject to corporation tax. The legal form can offer tax advantages under certain circumstances. Economically, the structure enables flexible company management. The combination of limited liability and tax transparency makes the legal form attractive. Entrepreneurs can individually design participation structures. The legal form is particularly suitable for medium-sized companies. It offers protection from personal liability and at the same time enables tax optimization. Digital technologies and changing economic structures are increasingly influencing the development of the legal form. The legal framework has to adapt continuously. The GmbH & Co. OHG remains an important option for business start-ups and expansions.
