How to do business in NRW: Establishing a Company

Civil Law Partnership (GbR)

A civil law partnership (Gesellschaft bürgerlichen Rechts, GbR) is defined as an association of individuals or enterprises united in the achievement of a joint contractual purpose. It is suitable for start-ups launching a business idea in cooperation with others.

Formation of a GbR is fairly uncomplicated. At least two partners must agree on the establishment of the GbR and conclude a partnership agreement. A written partnership agreement is recommended, but is not compulsory. The partners are jointly liable with their private assets for debts incurred by the company. If the GbR conducts trade in the form of a small trade business, it has to register with the local trade office. It must not be entered into the commercial register.

A GbR is only allowed to conduct "small trade business." As soon as it exceeds certain thresholds of annual turnover, capital resources and total number of employees or uses commercial accounting, the company is deemed to be a commercial business and must be entered in the commercial register upon which it automatically becomes a general commercial partnership (Offene Handelsgesellschaft, oHG).