You don’t always have to have failed with your idea to make the decision to sell your own company that has been painstakingly built up. In the case of a GbR, one or more shareholders often just want to devote themselves to new tasks or enjoy a well-earned retirement. Often, private reasons also play a role that lead to the sale of a company. However, there are different factors to consider for every company structure, which are important when handling a handover. The GbR in particular is a special case from a legal point of view.

Special case GbR sale

A company under civil law ( G bR) can of course be sold. But: Strictly speaking, the GbR is not a company in the sense of the German Commercial Code. Companies are by law ( § 17 Section. 1 HGB) is reserved for merchants or trading companies. And the GbR is not such a trading company. Accordingly, a GbR is often (only) an amalgamation of two or more freelancers, sole proprietorships or other legal entities that serve a common purpose. For example, such a purpose can be the operation of a web project.

If a GbR operates a trade, it usually becomes a general partnership (OHG). But the GbR is also allowed to trade, even if the vernacular often incorrectly claims otherwise. However, it should be noted that freelancers, as partners in a GbR, also become traders, provided the GbR does “trade” – a condition that is already clear with the implementation of affiliate links or AdSense advertising, however Online shops , is satisfied. In the case of a joint law firm, management consultancy company or similar (often referred to as a partnership), however, the freelance status of one or more partners remains.

Selling GbR shares

As individual as the situations that prevail when a GbR is founded, so are the situations when the joint venture is to be sold. And since a GbR is not a legal person as such, but an association of two or more natural or legal persons (companies can also combine to form a GbR), you cannot sell the GbR as such, but each partner only their respective share. When selling your own shares in a GbR, our contract template for the sale of shares in a GbR will help. In case of doubt, however, these do not replace going to the lawyer and / or notary. Please also read the Dissolve article to GbR.

Or you can use ours directly Service of advice for the sale of a company. Here you get help from a real expert and you don’t have to worry anymore.

Alternative: sell the project and dissolve the GbR

Should all shareholders decide collectively to want to give up the respective business operated by the GbR, then one can sell the web project or the online shop as such, for example. The GbR can then either continue to exist and devote itself to new tasks or it can still be dissolved. If you prefer this approach, ours will help you Sample contract for the sale of web projects continue.


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