Shelf limited partnership with a GmbH as general partner
Purchase price
EUR 29,500
incl. EUR 25,100
Paid-up capital
- Properly founded
- With an entry in the commercial register
- No personal liability
- No encumbrances
- Articles of association in German/English
Buy a German GmbH & Co. KG and acquire legal capacity immediately
VRB founds GmbH & Co. KGs (limited partnerships with a GmbH as general partner), which can be acquired quickly and easily. A limited partnership with a GmbH as general partner from VRB will see you up and running within 24 hours and avoid personal liability. Our high level of legal expertise and decades of experience guarantee a secure product and the best possible processing.
Buy a GmbH & Co. KG instead of founding one, and save a lot of time and effort
Founding a GmbH & Co. KG costs a lot of time because you need to found two companies, one after the other. First you found the general partner GmbH. You can only found a limited partnership with a GmbH as general partner once it has been entered in the commercial register. You should expect the process to take at least five to six weeks in total. Read more at Founding a GmbH & Co. KG.
If you buy a ready-made GmbH & Co. KG, you save yourself this time-consuming foundation procedure and immediately acquire legal capacity without the risk of personal liability.
How to buy a GmbH & Co. KG
After reserving your Kommanditgesellschaft/KG (limited partnership) and the associated general partner GmbH, only three brief steps need to be taken before you can arrange an appointment with the notary. Find out more about this in the Purchase process menue item.
At the notary appointment you simultaneously acquire the business interests in the general partner GmbH and the limited partner share of the KG in a single authenticated contract of purchase. You will receive a draft of this contract of purchase from us when you reserve the company. The authorisation is performed in Germany at a notary of your choice. We do not personally attend the notary appointments, but are represented by a person you nominate and to whom we grant appropriate power of attorney (authorised representative).
If you buy GmbH & Co. KG, you also change the managing director of the general partner GmbH and amend the articles of association of the GmbH and of the KG to suit your requirements. The newly appointed managing director makes arrangements for these amendments to be entered in the commercial register, discloses the economic re-establishment of the GmbH and provides the associated assurances. All this is done in a single notary appointment. As soon as the notary has filed the application with the registry court, you acquire full legal capacity via the limited partnership with a GmbH as general partner and do not run the risk of personal liability.
Registered office, bank account and tax number
Our limited partnerships with a GmbH as general partner have their registered office in Berlin, Dusseldorf, Frankfurt am Main, Cologne or Munich. The registered office can, of course, be relocated upon acquisition.
Each general partner GmbH has a bank account in which share capital of EUR 25,000 is held. Depending on the bank, the account can either be taken over, or you receive an order cheque for the account balance. You can deal with the matter of the bank account at your leisure following the purchase.
The limited partnerships with a GmbH as general partner are offered exclusively with cash. The limited partner’s share in the sum of EUR 100 and is fully paid-up. The cash is handed over upon purchase.
As a matter of principle, shelf companies do not have a tax number that can be used in business transactions. You can read more about why this is the case in the section entitled Buy a GmbH & Co. KG with tax number.
FAQs about the purchase of a shelf GmbH & Co. KG
- What is a shelf GmbH & Co. KG (shelf limited partnership with a GmbH as general partner)?
A shelf GmbH & Co. KG is a ready-made limited partnership with a GmbH as general partner that has been entered in the commercial register, has not conducted any business activity and can be taken over immediately by a purchaser. Each shelf limited partnership has its own shelf GmbH as general partner, which is also sold.
- What is the price of a GmbH & Co. KG?
A shelf limited partnership with a GmbH as general partner with fully paid-up share capital of the general partner GmbH in the sum of EUR 25,000 and a fully paid-up limited partner contribution of EUR 100 costs EUR 29,500 (EUR 28,000 for the GmbH and EUR 1,500 for the limited partner share). There are no additional costs on our part. Upon purchase, the purchaser will need to pay additional notary and court fees, the amount of which varies depending on the individual case.
- What needs to be considered when acquiring a GmbH & Co. KG?
In the case of a limited partnership with a GmbH as general partner, the share capital of the general partner GmbH and the contribution of the limited partner must be fully paid-up and freely available. The seller must be able to guarantee that the company has been properly founded, and is free of encumbrances and liabilities. The choice of provider is, therefore, crucial. With VRB you choose an experienced provider with a high level of legal expertise.
- What distinguishes a shelf GmbH & Co. KG and a shell GmbH & Co. KG ?
A shell company is a company that was once in business, but at the time of its sale is not engaging in business operations and also usually lacks assets. It is, therefore, a used company. A shell company poses a risk in that it may have liabilities from the former business activity that have yet to be identified. By contrast, a shelf GmbH & Co. KG was founded specifically and exclusively for subsequent sale. It is guaranteed not to have conducted any business activity and is, therefore, completely unused and unencumbered.
- What is a GmbH & Co. KG (German limited partnership with a GmbH as general partner)?
The GmbH & Co. KG is a special form of the KG (limited partnership) and, therefore, a partnership. A KG is made up of at least two partners, a general partner and a limited partner who operate a commercial business under a joint company name.
The general partner assumes the management and representation, and is personally liable for the limited partnership’s liabilities. By contrast, the limited partner is only the capital provider. The limited partner is excluded from the management, and his/her liability is limited to his/her contribution. The limitation on liability shall only be deemed established upon entry of the limited partnership in the commercial register.
If a GmbH is appointed as general partner, it is referred to as a GmbH & Co. KG.
A minimum contribution is not specified in respect of founding KG. In the case of our shelf GmbH & Co. KGs, the limited partner injects a limited partner’s holding share of 100 Euro.
- What are the advantages of a GmbH & Co. KG?
The GmbH & Co. KG combines the tax advantages of a partnership with the limited liability of a GmbH. By replacing the personally liable partner with a GmbH, personal liability can also be completely avoided in a GmbH & Co. KG. No minimum share capital is required for the limited partnership itself.
- What are the disadvantages of a GmbH & Co. KG?
Founding a GmbH & Co. KG is time-consuming because first the general partner GmbH and then the limited partnership need to be founded. The GmbH is also capital-intensive. In addition, increased costs and administrative expenses apply simply because two companies exist. For example, accounting, year-end financial statements and income statements are duplicated.
- How is a GmbH & Co. KG founded?
To found a GmbH & Co. KG, the general partner GmbH must first be founded by calling on the services of a notary and entered in the commercial register. Read more about this in Founding a GmbH.
Only then can the general partner GmbH enter into the articles of association of GmbH & Co. KG with the limited partner. Although, contrary to the GmbH, this does not need to be authenticated, the limited partner and general partner GmbH must authenticate GmbH & Co. KG for entry in the commercial register. The limited partner’s limitation on liability shall only be deemed established upon entry of GmbH & Co. KG in the commercial register.
- How long does it take to found German GmbH & Co. KG?
Anyone seeking to found a GmbH & Co. KG should expect it to take at least five to six weeks. Opening the account for the general partner GmbH and processing times at the registry court take the longest. The exact duration is not something that can be planned.
- What distinguishes a GmbH & Co. KG from a GmbH?
Even though both legal forms of the companies have the personal exclusion of liability as a common denominator, they differ fundamentally. Taxation of the GmbH & Co. KG in the form of a partnership differs from that of a GmbH, which is a joint-stock company. Admitting new partners in a limited partnership with a GmbH as general partner is possible by amending the limited partnership articles of association signed in a private capacity, whereas the GmbH is subject to authentication. The limited partnership with a GmbH as general partner is made up of two companies. Expenses for accounting and year-end financial statements are, therefore, incurred twice.
VRB’s advantages
- A leading provider with more than 20 years’ market experience
- Owner-managed by licensed lawyers
- Our clients can contact us personally
- Optimised and flexible processes
- More than 8,000 sold shelf companies
- A wealth of experience with holding structures and individual solutions
- Suitable transaction power of attorney for your clients
- Wide range of German legal forms at various locations
FAQs
We answer your questions on all matters involving our shelf companies with respect to the costs, shelf companies with a tax number, and more.
Bank account
You set up the bank account of the shelf company following the purchase. Select the right bank and account model that suit you or your clients when reserving the company.
Purchase process
Just a few steps need to be taken after reservation until you can purchase a shelf company. You determine whether and when you require the company. More about the process involved in purchasing a shelf company.