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The meaning of GmbH and GbR in detail: A comprehensive comparison for founders and entrepreneurs

posted 04.02.2023

If you are setting up a company, you will be faced with the decision of which legal form suits you best. A common choice here is the GmbH and the GbR. But what exactly is behind these terms and what advantages and disadvantages do they have? In this blog post, we will provide a comprehensive comparison of the two legal forms and give you a deeper understanding of the differences. Read on to find the legal form that's right for you.

Difference between GbR and GmbH

Are you wondering what the difference is between a GbR and GmbH? If you want to start a business, you have to choose the right legal form.

You have certainly come into contact with a GmbH or a GbR more often in your everyday life. But what is the difference between a GbR and GmbH? Entrepreneurs who choose the right legal form for their company must also be aware that this will have long-term and drastic consequences. InventoryNord explains in this blog post the difference between a GbR and GmbH.

Difference GbR and GmbH: These are the characteristics of a GmbH

In order to be able to explain the difference between a GbR and GmbH, you first have to deal with the individual legal forms. GmbH is the short form for limited liability company. It is a registered commercial company as well as a legal entity.

However, the limited liability company is not only designed for commercial or business purposes, because the limited liability company can also perform non-profit or non-commercial actions. The establishment of a limited liability company can be carried out by one or more persons. These can be partnerships, natural persons or corporations.

Another characteristic of a GmbH is the share capital. This must amount to at least 25,000 euros. The share capital of a GmbH can be contributed in various ways. Some of the most common methods are:

Cash payment: the share capital can be paid in cash. This is the most commonly used method, as it is the simplest and fastest.

Contribution in kind: the share capital can also be contributed in kind, i.e. by transferring assets such as real estate, machinery, tools, patents or trademark rights. However, this must be valued by an expert and requires a notarized contract.

Another major advantage of a GmbH is that the shareholders are not liable with their private assets, but as a rule with the company assets.

This is a big difference between a GbR and a GmbH if you take a closer look at the two legal forms. In addition, an entry must be made in the commercial register. As soon as the GmbH has been entered in the commercial register, the formation is valid. In order to be able to establish a GmbH, a partnership agreement must also be signed in the presence of a notary. Therefore, notary fees are also incurred when a GmbH is formed. The limited liability company basically has two bodies: the shareholders' meeting and the registered managing directors. If a GmbH has more than 500 employees, a supervisory board must also be appointed.

It is also important to know that the GmbH is obliged to keep double-entry accounts. Accordingly, a GmbH must prepare a balance sheet and a profit and loss account every year.

If you plan to run a small or medium-sized business, the GmbH formation is ideal for your project. But are there other differences between a GbR and GmbH? Read on!

Difference GbR and GmbH: These are the characteristics of a GbR

If you would like to know the difference between a GbR and GmbH, you must now deal with the GbR in a little more detail. If you want to establish a company with several persons, you should decide to establish a GbR. GbR is the short form for Gesellschaft bürgerlichen Rechts.

The formation of a GbR is relatively uncomplicated, because only two partners have to agree on a partnership agreement. It is important to know that a GbR does not have to be entered in the commercial register. However, this form of company is subject to §§ 705 ff. BGB. As a rule, it serves the joint pursuit of an economic purpose in which the partners jointly bear economic risks and share the profits.

In contrast to the GmbH, no minimum capital must be raised when founding a GbR. The partners of a GbR can be natural and legal persons as well as partnerships with legal capacity To avoid complications and disputes, however, it is imperative to conclude a partnership agreement - after all, the partners are liable not only with their business assets but also with their private assets.

 Another difference between a GbR and a GmbH is that the GbR is based on a verbal and/or written contract and the partners are personally liable for the company's obligations.

A GbR can also establish legal relations, acquire its own rights and enter into obligations. Moreover, a GbR has the possibility to conclude all contracts and to be the owner of a real estate.

Since a GbR is a non-trading company, it does not have to keep commercial books. It only has to be able to prove the business transactions to the tax office. The GbR can do this in the form of a cash book or cash accounting. One difference between a GbR and a GmbH is that the GbR itself is not taxed.

Rather, the individual partners pay for the taxes. The profit or loss is distributed among the individual partners according to their shares. The company as such is only subject to trade tax. 

A GbR is predominantly founded by freelancers or small entrepreneurs. Have you already noticed a difference between a GbR and GmbH? In the next section we will explain the difference between a GbR and GmbH in more detail.

Difference between GbR and GmbH: Which legal form do you choose?

Perhaps after these two sections you can already get a first overview of the difference between a GbR and GmbH. But which corporate form should you now choose for your company? While a corporation is an independent legal entity, the partners of a partnership act on their own.

In the case of the GbR, the partners are personally liable for the company's liabilities, whereas the GmbH is generally only responsible for the company's assets. The most important difference between a GbR and GmbH concerns the position of the partners. If you want to establish a GbR, you are liable with your private assets. However, the establishment of a GbR requires very little effort.

Choosing the right legal form for your own business is not easy. However, we hope that this comparison can help you a bit with your decision and that you now know the difference between a GbR and GmbH.

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Foto by djedzura