Cologne, Germany -- (SBWIRE) -- 05/16/2013 -- GRP Rainer Lawyers Tax Advisors, Cologne, Berlin, Bonn, Düsseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Stuttgart, Bremen, Nuremberg and London http://www.grprainer.com/en explain: It seems like the Federal Court of Justice (BGH) gave a judgment on the question which length is appropriate for a commitment of partners by a memorandum of partnership of a GbR which is binding for the partners (Ref. no.: II ZR 176/12).
A long-term commitment could be invalid because it might lead to a limitation of the partner’s options for termination. The personal and economic freedom of the partner should not be restricted inappropriately by the commitment of the partners to the company and the partner should have the option to manage it time-wise. The memorandum of partnership cannot extravagate this.
The limitation for commitment which is appropriate has to be decided on a case-by-case basis, meaning there is no general upper limit. Especially deciding are following facts: the structure of the company, the nature and extent of the arising obligations from the participation in the company. Furthermore the interest in the long-term existence of the company deriving from its purposes shall be taken in consideration as well as the legitimate interests of the individual partners involved in the long-term commitment.
The partnership organised under the German Civil Law is also known as BGB-Gesellschaft. It is the most basic form of a partnership and there are few binding conditions to be fulfilled. It’s up to the partners to shape the company through its memorandum of partnership.
The memorandum of partnership does not need a specific form and many GbR provisions are not obligatory. This contains a certain kind of flexibility. This flexibility implicates incentives and risks since many opportunities also pose many risks which might not be foreseen by the partners. That is why it is so important to place the interests of a company even before its establishment in the hands of experienced lawyers.
About GRP Rainer LLP
GRP Rainer LLP http://www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Essen, Frankfurt, Hamburg, Hannover, Munich, Stuttgart, Bremen, Nuremberg and London UK.
Contact Michael Rainer
Lawyer, Managing Partner
GRP Rainer LLP
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50672 Cologne
Germany
Phone: +49 221-27 22 75-0
info@grprainer.com
http://www.grprainer.com/en/BGB-Gesellschaft-GbR.html