FOUNDING OF AN OHG (GENERAL PARTNERSHIP)
A general partnership (offene Handelsgesellschaft, OHG) is a partnership which is regulated in the German Commercial Code (HGB). It has similarities to the GbR, which is also a partnership.
It is necessary that at least two people come together to run a trade. A commercial trade, according to legal regulations, is a commercial enterprise which, depending on the type, requires a commercial business operation. These transactions include trading transactions regulated by the HGB. Even large companies can be regarded as OHGs according to the specific circumstances. Before the founders start a company, it is necessary to think about whether the company is to be regarded as an OHG right from the start. If this is the case, there are far-reaching and special commercial law obligations. For the establishment of an OHG, it is also not necessary that the contract be concluded in writing. A verbal contract between the partners or the start of an activity can also lead to an OHG. A lawyer specializing in commercial law and company law will advise the start-up entrepreneurs on whether the company is to be regarded as an OHG. In the run-up to the foundation, a social contract can be concluded between the founders in order to found an OHG. This is designed by a lawyer specializing in commercial and corporate law. The following points should be considered in the OHG contract:
When founding an OHG, it should be noted that the liability of the partners is not limited. In contrast to a GmbH, each partner is liable for the OHG’s debts with his private assets. An OHG does more business than a GbR. Accordingly, the risk is high that the shareholders will be called upon. There is also no possibility of stipulating in the social contract that a partner is not liable for the debts.
The OHG is a partnership. It is tax transparent. This means that it does not have to pay corporation tax like a GmbH, but the OHG shareholders themselves have to pay income tax. The annual result of the OHG is to be divided among the individual shares. Each partner then has to pay income tax on the profit of his share. In addition, the partner must pay a 5.5% Solidaritätszuschlag (solidarity surcharge) tax on the fixed income tax.
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