Partnership agreement in Germany: Template, Key Clauses and Local Law (2026)

What a partnership is under German law In Germany a partnership (Personengesellschaft) is two or more people or entities joined to pursue a common purpose. There are three main forms, and each sits under a different part of the law. - GbR (Gesellschaft burgerlichen Rechts): the civil-law partnership under the German Civil Code (BGB). It is for activity that does not need a fully commercial business operation. It forms informally.

• OHG (offene Handelsgesellschaft): the general commercial partnership under the Commercial Code (HGB), section 105. Its purpose is to run a commercial business under a joint firm, and no partner's liability to creditors is limited.
• KG (Kommanditgesellschaft): the limited partnership, close to the OHG, but some partners (Kommanditisten) limit their liability to their registered contribution, while at least one general partner (Komplementar) is fully liable. Since the MoPeG reform (the Act to Modernise Partnership Law), in force since 1 January 2024, German partnership law has been reorganised. The GbR can now register in a new company register (Gesellschaftsregister) and become an eGbR, which it must do before it can, for example, acquire registered rights such as real estate. ## What German law requires A GbR forms without any formality. No written agreement, no notary and, as a rule, no registration are required to create a GbR. A written agreement is strongly advised, and notarisation is not mandatory. Since MoPeG, registration in the Gesellschaftsregister is optional in general but becomes necessary in certain cases, such as acquiring real estate that needs an entry in the land register. An OHG and a KG must be entered in the commercial register (Handelsregister). The application to the local court (Amtsgericht) at the seat of the business must be filed in a form certified by a notary. For a KG, the limitation of a limited partner's liability only takes full effect once the registration is complete. The partnership contract itself does not generally need to be notarised, but the register application does need notarial certification. Whether registration is required turns on whether the business is commercial. A small trade (Kleingewerbe) can run as a GbR without commercial-register entry. Rough guides used by chambers of commerce (IHK) look at turnover, staff and the complexity of the operation. Once the business needs a commercially organised establishment, it is an OHG and must register. A trade must also be notified (Gewerbeanmeldung). Separate from the commercial register, running a trade requires registration with the local trade office (Gewerbeamt), and the business must register for tax with the Finanzamt. ## The clauses that differ under German law - Liability: in a GbR and OHG all partners are personally and jointly liable. In a KG the limited partner's liability is capped at the registered contribution, which is why the registered figure (Hafteinlage) must be stated accurately.
• Management and representation: by default each general partner may manage and represent the firm. Limited partners in a KG are excluded from management by default.
• Contributions (Einlagen): state what each partner brings, in cash, in kind or in services.
• Accession and exit: MoPeG changed the default so that the death or departure of a partner no longer automatically dissolves the partnership; it continues among the others. Still, set this out expressly to avoid doubt.
• Profit distribution: set the ratio. The statutory default may not match your intention. ## A usable template (adapt with advice) This is a skeleton for a GbR or OHG. Replace every [bracketed] field. It is not legal advice. ``` PARTNERSHIP AGREEMENT (GESELLSCHAFTSVERTRAG) 1. Parties: [name, address of each partner].

2. Name and form: The partnership is a [GbR / eGbR / OHG / KG] trading as [firm name], seated at [address].
3. Purpose: [describe the business].
4. Term: It begins on [date] and runs [indefinitely / until date].
5. Contributions: [Partner A] contributes [amount / asset / service]; [Partner B] contributes [...]. [For a KG: the limited partner's registered contribution is EUR [amount]].
6. Capital accounts: Each contribution is booked to the partner's capital account.
7. Profit and loss: Shared [ratio], with a preferred return of [optional] on capital.
8. Management and representation: [Each general partner manages and represents alone up to EUR [X]; above that, joint action is required]. Limited partners do not manage.
9. Decisions: Ordinary matters by [majority]; the following need unanimity: [list].
10. Drawings: Each partner may draw up to EUR [amount] per [month].
11. Accession of a new partner: Only with [unanimous] consent.
12. Exit, death, incapacity: The partnership continues among the remaining partners; the leaving partner or their heirs are settled under clause 13.
13. Settlement: The departing share is valued at [method] and paid over [period].
14. Non-compete: During membership a partner will not [compete] in [field]; a post-exit restraint lasts [period], within legal limits.
15. Dispute resolution: [arbitration / the competent German court at seat].
16. Governing law: German law. Signed at [place] on [date] by all partners.

- **Clause 8 (management and representation)**: German default gives each general partner sole authority. If you want joint signing above a value, write it in. Note that an internal limit may not always bind third parties who do not know of it.
- **Clause 12 and 13 (continuation and settlement)**: MoPeG made continuation the default, which is helpful, but a clear settlement method still prevents a fight over how a leaving partner is paid.
- **Clause 14 (non-compete)**: German courts will cut a post-exit restraint that is too long or too wide. Keep it proportionate. ## Red flags - Running a clearly commercial business as a GbR and skipping the Handelsregister entry that an OHG requires.
- A KG where the limited partner's registered contribution is wrong or unpaid, exposing them beyond what they expected.
- No written agreement, leaving the BGB and HGB defaults to govern everything.
- Forgetting that an eGbR registration is now needed before the GbR can acquire real estate.
- A limited partner in a KG taking over management and risking the loss of the liability cap.
- An over-broad post-exit non-compete that a court will strike. ## One workspace for the agreement and what follows it A partnership agreement is only the start. A partner leaves and the settlement clause has to be applied, a KG contribution has to be tracked and kept paid up, an eGbR entry has to be made before a property purchase, profit shares have to be recalculated when someone joins. Normally the Gesellschaftsvertrag sits in one folder, the register extracts in another, and the obligations in a partner's head. When the question comes, nobody can find the clause. This is what an AI contract workspace is for: drafting the agreement, reading it back in plain language, tracking the dates and filings that flow from it, and keeping every version tied to the right partners. [Adira](https://adiralaw.com) is built around Indian corporate law first, and depth for Germany is on its roadmap rather than live today, so a German GbR, OHG or KG still needs a German adviser or notary. The idea worth keeping is modest: the agreement and the work that follows it belong in one place, not scattered across folders and memory. This guide is general information, not legal advice. Confirm the current position with a German lawyer (Rechtsanwalt) or notary before you sign.