The company civil law (GbR) is one of the most widespread forms of partnership (co-entrepreneurship). It is to a certain extent the “base company”, for the foundation of which already an oral agreement is sufficient. However, the management of the GbR is only jointly entitled to the shareholders, which in practice can lead to conflicts. The most sensible solution is an individual, deviating from the legal principle, agreement in the social contract.

Insofar as there are no deviating agreements in the company contract, the management of GbR is jointly entitled to all shareholders. This means, in particular, that for each business of the company all shareholders must also agree (§ 709 paragraph 1 BGB). The requirement applies regardless of the participation rate, so that a person with 0 % participates also benefits from full management power.

“Business” within the meaning of the provision is any act in commercial transactions carried out by a shareholder on behalf of the GbR. The law does not distinguish between certain types of contracts or the amount of an agreed purchase price, for example. Even the positive and negative The consequences of concluding a contract are irrelevant for the application of § 709 BGB.

Lack of agreement between the shareholders therefore leads to a failure to conclude contracts. Accordingly, § 709 paragraph 2 BGB stipulates that the management of GbR can be regulated in the form of majority decisions. All parties involved have identical voting rights, although deviating agreements are also permitted here.

Design possibilities result from the joint management of the GbR, especially in the avoidance of divisions. If a property leased to the GmbH of the shareholder (objective interconnection) belongs, for example, to a GbR in which the shareholder himself holds a 100% stake and his wife holds a 0% stake, the husband cannot exercise a dominant influence on the property. This eliminates a human connection; there is no division of operations.

For purely practical reasons, the legislature provides with § 710 BGB a transfer of the management of the GbR to other persons. The wording of the standard shows that management can only be transferred to shareholders of GbR itself. External third parties (external managing directors as at the GmbH), on the other hand, are in no way authorized to manage the business.

The contractual transfer of power results in the exclusion of the other shareholders from the management of GbR. A distinction must be made between individual and Community representation: