Details Company incorporation UG & Co KG (entrepreneurial company with limited liability & Co. KG, UG (haftungsbeschränkt) & Co. KG)
A “normal” partnership usually involves at least one partner and at least one general partner. In contrast to the partner, whose liability is limited to the partner’s investment entered in the Companies Register, the general partner has unlimited liability with all his assets, and is therefore also referred to as the personally liable partner.
The limited liability entrepreneurial company & Co. KG is also a partnership. In this case however, the role of the personally liable partner is assumed by a limited liability entrepreneurial company. A public company or a limited liability company could of course also be the personally liable partner, although the limited liability entrepreneurial company can be founded – without legal disadvantages – with an equity capital of € 1. Although not expressly provided for legally, this also constitutes a limited liability partnership.
Company foundation process
The task for the foundation of the limited liability entrepreneurial company & Co. KG is arranged so that even at the time of commissioning, you generally provide all the information that we need from you in order to prepare the documents for the foundation of the partnership and the limited liability entrepreneurial company.
After commissioning, we first check the permissibility of the required company name by preliminary enquiries to the responsible court of registration and/or responsible chamber of commerce and industry. On request, we also check for conflicting brands, companies and domains.
Together with a notary, we then compile the founding documents on the basis of your information provided when commissioning us, which include the Companies Register application for the partnership and the model protocol and the application to the Companies Register for the limited liability entrepreneurial company. Optionally, you can also commission us to prepare comprehensive articles of association for the partnership. We agree all the drafts with you, and if necessary explain the contents and consequences of the relevant regulations.
If one of the partners is a foreign company, further documents are required. The court of registration requires confirmations that the foreign company exists, and who represents the foreign company. Depending on the country of origin, you require officially certified copies, an endorsement and/or a certified translation. We will then tell you which requirements apply in the individual case.
The actual company foundation takes place when the model protocol of the entrepreneurial company with limited liability is notarially certified and the application of the partnership to the Companies Register is signed. Normally the foundation of the partnership is subject to entry in the Companies Register. After certification, the limited liability entrepreneurial company under foundation opens a business account, into which the partner or partners pay the assumed capital investment.
The Managing Director of the newly formed limited liability entrepreneurial company usually takes part in the certification meeting, and at this point signs the application to the Companies Register, together with the partner or partners. If the Managing Director is not present in person, he can also sign the application with another notary, or in a German embassy or consulate. The applications to the Companies Register are submitted electronically to the court of registration by the notary as soon as the payment of the capital investment has been confirmed to the notary.
Finally, the court of registration checks the application to the Companies Register and the foundation documents submitted, and if there are no objections, enters the limited liability entrepreneurial company and the partnership in the Companies Register. The company suffix “under foundation” (i.Gr.) is omitted on entry.
In our experience, it takes only 2 to 4 weeks from the commission until entry in the Companies Register.