General partnership (OHG)

TL;DR: The OHG is the most agile partnership, but requires full personal liability. If you want to start trading at lightning speed and have confidence in your co-founders, you will find a flexible legal framework without minimum capital. This article shows - with a view to the MoPeG 2024 - how to set up the OHG with legal certainty, tame risks and secure growth financing.

1 What is an OHG?

An OHG is a commercial partnership in which at least two partners operate a commercial business under a joint company name and have unlimited, joint and several and personal liability (Sections 105 et seq. HGB).

Core characteristics

• No minimum capital - in contrast to GmbH or UG. ihk.de
• Independent company with the addition "OHG".
• Double-entry bookkeeping & accounting from foundation

2 Who is the OHG suitable for?

Suitable if ...	Better alternative legal form
You want to grow quickly in the retail, e-commerce, agency or craft sectors	You want to minimize liability risks → GmbH / GmbH & Co. KG.
capital requirements are low and you want to start without notary costs for share capital.	you want to raise venture capital → GmbH / AG.
You want your founding team to work closely together and need quick decisions.	You are planning a one-person start-up → sole proprietorship or GmbH.

3. legal bases & MoPeG 2024

The MoPeG has been in force since January 1, 2024. Key changes for OHG founders:

1. Shareholder resolutions: New resolution deficiency law (Sections 110 et seq. HGB new version) - errors primarily lead to contestability instead of nullity.
2. Digital company register (voluntary) facilitates proof in real estate transactions. bmj.de

Practical tip: Adapt your articles of association (voting majorities, online resolutions).

4. step-by-step to your own OHG

1. Articles of association (informal, written form strongly recommended)
2. Notarial commercial register registration - all shareholders sign. ihk.de
3. Business and tax office registration (questionnaire for tax registration within 4 weeks).
4. IHK membership & professional association.
5. Open business account, set up bookkeeping (SKR 04 recommended).

5. liability & risk management

• Unlimited personal liability of each shareholder - also retroactively for old liabilities. wirtschaftslexikon.gabler.deihk.de
• Positive for banks: personal liability increases creditworthiness. anwalt.de
• Protection: public liability, D&O insurance, reciprocal guarantee limits in the contract.

6. capital & financing

• Equity capital: freely selectable, often contributions in kind (inventory, equipment).
• Debt capital: lenders often require private guarantees, but grant better conditions than young corporations. anwalt.de
• Subsidies: KfW ERP start-up loan, L-Bank start-up financing (depending on the federal state).

7. taxes & accounting

Type of tax	Who pays?	Special features
Income/corporate tax	Shareholder	Transparency principle: profit accrues directly.
Trade tax	OHG	24,500 € tax-free amount (§ 11 GewStG).(en.wikipedia.org)
Value added tax	OHG	Standard taxation or small business according to § 19 UStG (rarely useful).

Obligations: Annual financial statements (balance sheet, P&L), e-balance sheet transmission, disclosure to the Federal Gazette from a certain size category.

8 Advantages and disadvantages at a glance

Advantages

• Quick start without share capital.
• Maximum freedom of decision for each shareholder.
• High credit rating with regional banks.

Disadvantages

• Personal joint and several liability - also for the partner's mistakes.
• Obligation to keep double-entry accounts from day 1.
• Succession & share transfer often complicated without a notarized structure.

9 Best practices from the field

Case study: The Frankfurt-based trading start-up "NaturAktiv OHG" started in 2022 with two founders, €5,000 equity and a traditional bank line of €50,000. After breaking even in 18 months, they converted to a GmbH & Co. KG in order to involve investors and limit liability.

Lessons learned:

1. Early partnership agreement with compensation formula saves conflicts.
2. Public liability + product liability mandatory for physical goods.
3. Transformation to GmbH & Co. KG can be made tax-neutral (§ 24 UmwStG).

10. FAQ snippets (for Google "People also ask")

How many partners does an OHG need? At least two natural or legal persons. ihk.de

Do I have to deposit a minimum capital as an OHG? No, the HGB does not have a lower capital limit. ihk.de

Is a silent partner also liable? Silent partnerships are possible in the OHG; the silent partner is not liable to creditors.

Can I set up an OHG on my own? No, sole proprietorships or the Unternehmergesellschaft (UG) are suitable for this.

11. conclusion

The OHG is the fast speedboat among the legal forms: minimal formal ballast, maximum agility - but without a lifebelt in terms of liability. If you want to start trading as a founding team with limited capital and a high level of trust, you will benefit from the flexibility. However, you should regularly check whether increasing turnover, external investors or MaRisk requirements require a conversion to a limited liability form.

This article is for information purposes only and does not replace individual legal or tax advice. Always have your articles of association checked by experts.