Memorandum of association

A partnership agreement sets out the rights and obligations of partners who have joined forces to target the pursuit of a common purpose in a society ( § 705 BGB).

Content of the social contract are for example:

  • Representation of the company in relation to third
  • The powers of the shareholders in the internal relationship
  • The question of liability
  • The question of the continuation in the event of death of a partner
  • The distribution of profits

What is not addressed in the partnership agreement, subject to the applicable public laws. Thus, in the OHG and KG the provisions of the Commercial Code.

The final contract is formless.

The social contract can be oral. When GmbH and the corporation, however, that a notarial certification under § 2 Limited Liability Companies Act and § 23 AktG is required. Where land is incorporated into a business venture with, the social contract also requires notarization.

In practice, the social contract is completed but for reasons of legal certainty and thus the proof of security in other legal forms regularly writing.

In the AG and GmbH in the partnership agreement is also referred to as a statute.

  • Company Law ( Germany )