In the case of limited partnerships (KGs), only one shareholder (complementary) is liable with his entire assets. In the case of limited partners, liability is limited to the (parent) contribution. In order to avoid undesirable arrangements, § 15a EStG provides for a number of restrictions. They concern loss compensation for limited partners and restrict the ability to offset with other income.

The limited partnership is a commercial partnership and thus a co-entrepreneurship, which is taxed according to the transparency principle of § 15 (1) sentence 1 number 2 EStG. All legal provisions for the OHG apply accordingly, insofar as there are no deviating provisions in §§ 161 to 177a HGB.

Nevertheless, the KG does not exist without reason. Because the essential difference to other partnerships is the full personal liability of only one shareholder, the general partner. All other shareholders, the limited partners, are liable only up to the amount of their contractual contribution (§ 171 (1) HGB). As a certain “reward” for his personal liability, only the general manager is authorized (§ 164 HGB).

In the absence of unlimited liability of the limited partners, it would be unfair from the point of view of the legislator to allow unlimited compensation of incurred losses. In addition, it would be possible without a limited loss compensation to inject capital into the company “still quickly”. According to the basic scheme of § 4 (1) sentence 1 EStG, such deposits reduce the share of the limited partner’s profits – a structure that the legislature would like to counteract.

And this is where § 15a (1) sentence 1 EStG comes into play. He rules that an offsetting