partnership
noun · Personengesellschaft
Personengesellschaft as the genus, OHG for the general partnership, KG for the limited one, and hands off Partnerschaft, German law gave that word to a specific vehicle for the liberal professions, the PartG. A trading partnership rendered as Partnerschaft has been filed under the wrong statute.
Which translation, when
Why
English partnership speaks generally, German answers with a family tree rebuilt by the MoPeG with effect from 2024. The trading general partnership is the OHG, §§ 105 ff. HGB, its partners liable personally and as joint debtors, § 126 HGB, the non-commercial default is the GbR, since the reform rechtsfähig by statute, § 705 BGB, registrable as eGbR, § 707 BGB, with personal partner liability, § 721 BGB. The limited partnership is the KG, § 161 HGB, and the limitation sits in one seat only, the Kommanditist, capped at the registered contribution, § 171 Abs. 1 HGB, the register fixing the figure, § 172 Abs. 1 HGB. The LLP finds its nearest German cousin in the PartG mbB, § 8 Abs. 4 PartGG, and there the false friend waits, Partnerschaft is not a loose synonym in German law, it names precisely this vehicle of the liberal professions, § 1 PartGG, closed to traders. So partnership translates by species, and the members are Gesellschafter, the statutory word, Partner being what the PartGG calls its own members and what law firms say at dinner.
Typical mistakes
- Partnerschaft is taken, the PartGG reserves it for the liberal professions, § 1 PartGG, so a trading partnership arriving as Partnerschaft names a vehicle it could never use.
- The liability gradient is the point of the family, OHG partners answer personally, the KG limits only the Kommanditist and only to the registered contribution, § 171 Abs. 1 HGB, so the English limited must land on the right German seat.
- Partner reads colloquial, the statutory word for the member of a Personengesellschaft is Gesellschafter, and only the PartGG itself calls its members Partner.
What matters
Joint venture structuring across the Channel starts with the map: the English general partnership lands on the OHG, or on the since 2024 registrable GbR, the limited partnership on the KG with its capped Kommanditist, § 171 Abs. 1 HGB, and the LLP finds its nearest cousin in the PartG mbB, § 8 Abs. 4 PartGG, open only to the liberal professions. The memo that says Partnerschaft throughout has parked a trading venture in a vehicle reserved for lawyers and architects.
What the machine misses
Partnership comes back as Partnerschaft with disarming confidence, and the German word is not a loose equivalent, it is a different statute, the professional-services vehicle of the PartGG. The trading partnership the English text described belongs in the OHG, KG or GbR family, each with its own liability seat, and the output has quietly moved the venture into a legal form that would refuse it at the door.
Examples
| a general partnership | eine offene Handelsgesellschaft |
| a limited partnership | eine Kommanditgesellschaft |
| the partners | die Gesellschafter |
| partnership agreement | der Gesellschaftsvertrag |