Personengesellschaften offene Gesellschaft Flashcards
What is an open company (OG)?
A partnership formed by two or more partners through a partnership agreement that governs various aspects of the business.
What are the key components of the partnership agreement in an OG?
It regulates the participation in the company, profit and loss sharing, and all rights and obligations.
How do partners contribute to the OG?
Partners contribute equity, which can be in the form of cash, goods, or services.
What is the liability of partners in an OG?
Partners have unlimited liability, meaning they are responsible with their personal assets.
What does ‘unmittelbar und solidarisch’ mean in the context of OG liability?
It means creditors can demand debts from any partner at any time.
What happens when a new partner joins an existing OG?
The new partner is liable for all existing debts of the company prior to their entry.
What is required for an OG to be officially recognized?
The partnership must be registered in the company register after signing the partnership agreement.
What must be included in the name of the company for an OG?
The name must include the designation ‘OG’.
Who is authorized to represent the OG?
Every partner with unlimited liability is legally entitled and obligated to represent the company.
What is the requirement for bookkeeping if an OG has a revenue exceeding a certain threshold?
If an OG earns more than 700,000 euros in two years or more than 1 million euros in one year, double-entry bookkeeping is required.
What is the tax obligation of the OG itself?
The OG itself is not subject to income tax; the partners are taxed individually.
List some advantages of forming an OG.
- Full control by each partner
- Possible division of labor
- More financing options than a sole proprietor
- Quick and easy formation
- No minimum capital requirement
List some disadvantages of forming an OG.
- Close ties of entrepreneurs to the company due to the non-competition clause
- Liability extends for up to five years after leaving for debts existing at the time of exit.
What is the non-competition clause in an OG?
No partner may engage in the same line of business without the consent of the other partners.
