Location in Marbella: Hotspot and “Tropical

Marbella offers one of the most exclusive locations in Europe for property buyers. Many refer to Marbella as the “Miami of Europe”. Why? There are over 100 golf courses in the immediate vicinity. You can get to the airport in 30, 40 minutes, the climate and weather are pleasant and warm all year round. Mykonos, Mallorca, Ibiza, Monaco and Marbella. Even stars like Christiano Ronaldo are said to have bought here. Marbella is one of the hotspots in the Mediterranean.

Villa at a glance

First of all, the most important key figures of the villa at a glance:

• Purchase price in dollars: $ 3,480,000
  Purchase price in Euro: € 2.950.000
  Purchase price in pounds: £ 2,550,000
  Purchase price in Swiss francs: CHF 3,190,000
• Area in SqFt: 14,208
  Area in m²: 1,302
• Living space in SqFt: 6.275
  Living space in m²: 583
• Bedrooms: 6; Bathrooms: 6

Buy a villa: View listing

Are you interested in a villa in Marbella? Here you will find the exposé of the villa, in Lukinski Home:

• Villa in Marbella

The Villa: Exclusive with day and night house

First of all the facts of the property: The villa is situated on a total area of 1.302 m² and offers a living area of 583 m².

The villa (new construction) is located in one of the most exclusive locations in Marbella, directly above the “Golden Mile”, in the heart of the city. The Golden Mile is above the “beach and city area” and stretches up the mountain (Shell Mountain).

The higher the location, the more exclusive the villas.

The entire neighborhood is only accessible by checkpoint, so the area offers an extremely safe location, day or night.

This one, not only stands higher up, so also very safe, the villa itself rises on a small promontory, so it has an absolutely unobstructed location / view. Perfect view to the mountains and at the same time, over the Mediterranean Sea and Marbella’s city center, for example from the rooftop terrace of the day house. But more about that in a moment.

First of all, a special feature, the villas in the area, are all built in the Spanish style, accordingly, there is a very different flair in this neighborhood, as in a complete new development. While this property is an ultra modern statement in the neighborhood.

Already in front of the house, at the entrance, one is at first lost for words, especially if one is not used to this amount of palm trees. Privacy screen but also shade.

Property: Architecture Highlight

Property – the property itself seems at first, as from one cast, but is divided into a larger house, for the morning and evening and a smaller house, for the day. Both areas are connected, with roofing. That’s how you live in Spain, especially in areas like Ibiza and Marbella, house and land have partly flowing transitions.

Day house and evening house

The day house is divided into two central areas and a rooftop terrace, standing above. Work and or live, eat with friends or family and to space and free space, upstairs on the terrace.

The evening house is designed for the evening, night and morning. Here you will find a total of 6 bedrooms and 6 bathrooms. The individual areas in this house do not waste too much space, leaving plenty of room and area for the garden, swimming pool and day house.

Equipment and extras

Extras at a glance:

• Alert
• High level
• Air conditioning
• Furnished
• Elevator
• Floor Air Conditioner
• New building
• Garden
• Swimming pool
• Sea view
• Modern technology

Swimming pool and waterfall

The pool does not run across the house, as most do, but it stretches away from the house, towards the Mediterranean Sea. This gives the pool something stately, through the clever use of space. The ultimate highlight, however, is an approximately 10 meter long artificial waterfall. When the waterfall is in operation, it radiates a charming atmosphere over the entire property, almost as if you were in the forest and would hear the splashing, or even better the murmur, of a stream.

This is how you bring the sea and the water directly into your home.

Marbella: Villa, climate and a new home?

Perfect location, in the middle of Marbella, above the Golden Mile. Unobstructed views, down to the beach, the city centre and of course up towards the shell mountain. Did you know? In Marbella, they say that Shell Mountain, always keeps the bad weather away from the city. The heat from the interior, but also clouds and rain. So Marbella always has a pleasant, warm climate and the year is almost exclusively sunny days.

The special division into two different sectors, the spacious outdoor area with stately pool and waterfall, that makes this property so special.

Free space for singles, couples and entrepreneurs, as well as for the family.

Pictures say more than 1000 words. All photos can be found in the gallery, at the top!

Tip. Renting – Also, always important in hotspots like Marbella, renting during the time they are not on site. Many are in Marbella (Miami of Europe) especially during the cold winter months. In the summer, many of the villas are rented at good prices, so for you, good returns in vacancy!

Marbella: location and map (macro)

Here’s a quick look at the location of Marbella in the south of Spain, near Gibraltar, the southernmost point of mainland Europe.

Marbella offers:

• Only 40 minutes to the airport (Málaga)
• Over 100 golf courses nearby
• Mediterranean Sea and first class climate

Micro-perspective: City

At a closer look you can see the typical city construction, along the coast.

Are you interested in a villa in Marbella? Here you will find the exposé of the villa, in Lukinski Home:

• Villa in Marbella

New in Marbella: Villa in Sierra Blanca

Villa in Marbella for 4,400,000 million euros – Welcome to this 4.4 million villa in Marbella! 1,530 m² of land, 767 m² of living space, today I take you to Marbella, one of the hotspots in Europe next to Mykonos (Greece), Mallorca and Ibiza. This villa is in the middle of the city of Marbella, in the most exclusive location overlooking the Mediterranean Sea. Click here to get to the villa, in Lukinski Home: 4.4m Villa Marbella.

• Villa in Sierra Blanca

Villa at a glance: Sierra Blanca

Villa – This villa is special from its layout and architecture! This villa is not “standard”, because it was not designed for an anonymous buyer, but originally with personal reference. This can be seen during the viewing on a large scale, but also in the details of this exclusive 4.4 million villa, in the heart of Marbella.

Originally, the property was intended for a loved one. Exactly this attention to detail, you can see during the tour in every single room, from the individual bathroom design (more on this later), to the equally individual bedrooms, to ceiling elements, which in individual rooms remind you of “cottages”, through extra inserted slopes, for even more sleeping comfort.

In addition, an extremely spacious terrace, the large swimming pool and of course the perfect location, in the middle of Marbella, with unobstructed views of the Mediterranean Sea.

Villa at a glance

First of all, the most important key figures of the villa at a glance:

• Purchase price in dollars: $ 5,190,000
  Purchase price in euros: € 4,400,000
  Purchase price in pounds: £ 3,380,000
  Purchase price in Swiss francs: CHF 1,080,000
• Area in SqFt: 16,468
  Area in m²: 1,530
• Living space in SqFt: 8,255
  Living space in m²: 767
• Bedrooms: 5; Bathrooms: 6

Buy a villa: View listing

Are you interested in a villa in Marbella? Here you will find the exposé of the villa, in Lukinski Home:

• Villa in Sierra Blanca

Location in Marbella: Golden Mile

Location – If you want to be in the middle of Marbella, only 30, 40 minutes away from the airport (Malàga), only a few minutes away from the Mediterranean Sea, you should settle in the city, more precisely in the quarters above the Golden Mile. Also left and right of the city center, the “Old-Town” of Marbella.

So this extremely good location offers ultimate proximity to the city, the beach, the airport and also exclusivity and security; an important aspect for many buyers.

Situation at a glance:

• Mediterranean Sea and first class climate
• Only 40 minutes to the airport (Málaga)
• Over 100 golf courses nearby

Marbella: location and map (macro)

Here’s a quick look at the location of Marbella in the south of Spain, near Gibraltar, the southernmost point of mainland Europe.

Micro-perspective: City

At a closer look you can see the typical city construction, along the coast.

Interiors: living room, bedrooms and bathrooms

Living space – A quick overview of the property: The total living space of 767 m² is distributed over 5 bedrooms, 6 bathrooms and an extremely large living area, on the ground floor.

Living Area: Living Room Gallery and Dining Room

The living area is more or less a living room, gallery and dining room in one. Rarely found, more often the villas, here in Marbella and on the Costa del Sol, are rather divided into individual rooms instead of spacious areas. This is what makes this villa so special. The reception area and transition to the living area, are welcoming. Especially when living well in Marbella, with family and friends, a key aspect when buying.

The interior, as already briefly described, is very spacious, especially on the ground floor, in a large, open living area. Everything from noble materials, even the entertainment corner, exclusive marble. What I particularly liked about the property, in addition to the large, open spaces, the ground level windows, for extremely much light.

Upper floor: bedrooms and bathrooms

On the first floor you will also find three rooms each, each with a separate bathroom. The highlight, each one is individually designed and furnished. On the first floor are also, for each individual room, an equally separate outdoor area (terrace), of course in the direction of the Mediterranean Sea.

If you want to see even more interior design highlights, check out the gallery above!

Basement: Wellness, Fitness and Personal

Basement – In the basement is also a private spa or wellness area with sauna, mini-pool and you also have plenty of space for their own little gym. Furthermore, you will find here in the basement still an extra room, which can be inhabited / used for example by staff (nanny or similar).

Interior summarized:

• Ground floor: Large living area plus kitchen
• First floor: living, bedrooms and bathrooms
• UG: Spa, fitness and staff room

Perfect for families who can spend their time separately, but also perfect for renting. Renting is a big issue in Marbella, because many people only spend a few months of the year here, for example the autumn and winter time. Then in the spring and summer it’s back home. Rental, maintenance, take care of everything service is on site.

Further equipment

Here are a few more highlights of the villa:

• Garage
• Alert
• High level
• Air conditioning
• Fireplace
• Basement
• Floor Air Conditioner
• Equipped kitchen
• South exposure
• Swimming pool
• Centralized heating
• 24-hour monitoring
• Private urbanization
• Sea view

Property: Terrace, Garden, Pool and Parking

Let’s just get to the terrace, garden, pool and parking shortly.

Sea side: terrace, garden and pool

Plot – From the outside there is no view of the plot. At the same time you have an excellent view from the property, down to the beach and over the whole Mediterranean Sea. The villa itself is located a little further up, in the exclusive shops, here nothing blocks the beautiful view, day and night. In particular, the starry sky is beautiful always at yes, the few lights from the city there and no lights on the Mediterranean.

In the spacious garden you will also find the swimming pool, which not only provides cooling, but is actually suitable for swimming. Of course, it’s south-facing, so the water temperature is always pleasant.

The garden is currently still relatively minimalist, but here, depending on your wishes, a real, colorful flower oasis could arise. After all, palm trees, banana trees, but also oranges grow in Marbella. By the way, the harvest time of the oranges starts in December, would you have expected that? That means, in the actually deepest winter, you can pick oranges in Marbella!

• Front: Unobstructed view to sea, city centre
• Back side: View of the mountains (Muschelberg)
• Clear starry skies almost every day of the year

Mountain side: BBQ and 400 year old olive tree

Behind the villa is further space, for example for BBQ. Depending on the position of the sun and the season, this space is used especially in the hot summer months. Another highlight: a specially planted, 400 year old, impressive olive tree. Did you know? Olive trees can live for thousands of years.

Another highlight, a small waterfall, right next to the BBQ area.

At the side: 2 parking spaces (covered), private way

You reach your private parking space via a small, private road. Here you have space for 2 cars.

For golfers an equally attractive location, Marbella is the “Miami of Europe”, there are over 100 golf courses nearby! By car you can reach several, very good golf courses in a few minutes (Tip: Golf courses in Marbella). E.g. also the golf club Los Naranjos. Translated, this means the orange trees.

• Swimming pool and covered sunbathing area
• Large terrace
• Parking lot; access via private road
• 400 year old olive tree
• Waterfall

First class climate, great restaurants, a lively city center, the location in one of the most exclusive areas, this 1,530 m² / 767 m² villa is a real highlight. Especially also due to the personal commitment of the builder, in the conception.

• Villa in Sierra Blanca

New in Marbella: Designer Villa

Designer villa in Marbella for 2,950,000m euros – I may present you today this exclusive villa! This villa is something very special, it is not just “only” built, it is planned, thought out! A house for the day, a house for the night, an inviting, large swimming pool and its own 10 meter waterfall. What more could you want? Today I take you to one of the most exclusive villas in Marbella City, with 1,320 m² at a price of almost 3 million euros. Welcome to Marbella!

• Designer Villa in Marbella

Selling old real estate: What to look out for?

Berlin, Hamburg, Munich, Cologne, Düsseldorf, Frankfurt and throughout Germany, this guide is specially designed for newcomers and the first sale. First of all, the initial situation is an important point of reference for the next steps. In principle, there are only two important questions:

• Who wants to buy my old house?
• How much is my old house still worth?

Your house sale, your multi-family house sale is basically like any house sale, only the valuation of the house, the valuation of the multi-family house is a little more demanding, depending on the year of construction and defects.

Let’s start with the “most important” question:

What is my old house worth?

Even if many first-time sellers often think so at first:

Who would be interested in my old house?

Even if your old house or apartment building is in absolute need of renovation and is in a C-location:

Offer price makes buyers

Firstly:

Buyers can always be found for the right price

Secondly, remember this:

Where there’s a house, there’s a plot of land!

Living space is scarce and land always has its value. Old detached houses, semi-detached houses or terraced houses and especially apartment buildings offer potential.

Want to learn more about sales?

Here I have all the steps for you in one guide:

• House sale
• Sale of apartment building

Let’s move on to the valuation of your old house:

Assessment: Dilapidated, in need of renovation, what to look out for?

How is a house valued? Anyone selling their very first home will have many questions about the procedure, the process and also the valuation of the old property. After all, the valuation is the basis for the offer price and purchase price and, ultimately, your profit from the sale of the property.

What type of house are you selling?

We are about to provide you with even more detailed advice on real estate valuation for houses, apartment buildings and villas, depending on the type of house you want to sell. The parameters change depending on the type of house, from terraced houses and detached villas to country houses and apartment buildings.

Depending on the size of the property, the condition of the property, the higher the letting capacity (versus vacancy), the location and the size of the plot, the offer price will be realistic and attract prospective buyers for your property.

Evaluation criteria: Location, size, condition

Here is an overview of the five most important evaluation criteria:

1. Type of house / type of use (owner-occupied, rented, multi-party houses)
2. Size of the property
3. Size of the property
4. Situation and development
5. Condition of the object
6. Current letting

Of course, you do not prepare this valuation yourself, it is prepared by professionals like us, by experts or surveyors. This provides an objective valuation(market value) as the basis for the entire calculation, from which the offer price can be calculated. When calculating the asking price, prospective developments are also factored in.

Want to learn more about valuation?

Learn more basics about house valuation, valuation of apartment buildings and, of course, the valuation of land.

• Rate house
• Valuate apartment building
• Valuation methods
• Typical defects by year of construction

Even away from the big city, living space is rare and you will find a buyer.

Selling an old apartment building: Get in touch!

Stephan M. Czaja (Lukinski)

If the floor space is large enough and the apartment building has enough condominiums, old houses, apartment buildings and their plots can have great potential with real estate investors, both domestic and foreign.

With renovation backlog, vacancy, dilapidated, please contact me without obligation:

• Contact us

Apartment building / apartment building for sale off market

In order to reach such investors (family offices, companies, investment and real estate funds, other institutions), you need to sell your property with experts in the off-market sector. What does that mean? This is where real estate is marketed exclusively by a real estate agency.

1:1, so to speak, the real estate agency only contacts selected contacts based on the previously known profile. Your property will then not appear on real estate portals, but will be presented very specifically to individual investors with a suitable purchase profile. Large investors want direct and exclusive access, other properties are not of interest to them because they cost time.

The big advantage:

The entire sale is discreet, anonymous and you don’t waste time with interested parties who have no money or just want to have a look.

Advantages of off-market sales:

• Targeted approach of investors and institutions
• Exclusive access for selected contacts with a matching profile
• No presence on public real estate portals
• Faster sale and potentially higher sales price

Capital and purchasing power: e.g. for modernization

These investor groups also have the necessary capital to develop the old property. They have 2 options.

Example: Development from rental to ownership

A very simple example: You have an old apartment building with 15, 20, 30 or 40 tenants. Now you have two options:

Option 1: Regional buyers

Regional investors generally have less capital than investors who operate nationally or internationally. Accordingly, the majority of properties will continue to be operated as they are.

This means that there is less potential in the old property and the purchase price falls.

Option 2: Supra-regional investors

Larger investors, on the other hand, take capital into their own hands and develop the property, for example by turning rental apartments into condominiums.

As a seller, you will also receive higher offers.

That’s why you don’t waste your time on real estate portals, having to answer 100 emails, constantly running credit checks. And how do you check the buyer’s equity or financing?

If you sell your old property off-market, it is not uncommon for the first person you contact to become the buyer of the property. The purchase contract and notary appointment are completed four weeks later.

Advantage: Proof of financing is available, as are the investors’ purchase profiles = fast sales process

Properties in the renovation backlog:

Old castle, palace or estate?

Even more special than houses and apartment buildings are properties such as old castles and palaces that have seen their best days.

However, there is also a good chance that real estate investors or investment funds will be interested in your property. Depending on the status of the listed building, “simple” options (conversion into condominiums) or more complex options for conversion or rededication can be implemented.

That’s why we can’t offer you a standardized guideline here, similar to old houses and apartment buildings. It always depends on the individual location, the development possibilities, for example due to the listed building status, but the history also counts for such properties.

Partnership limited by shares (KGaA) – formation, financing, liability & Co

The partnership limited by shares – abbreviation: KGaA – is a relatively unknown form of corporate law and is formed as a hybrid of the conventional limited partnership – short: Kommandite or KG – plus the classic stock corporation – short: AG. Both the Kommandite and the AG belong to the so-called complete companies and are therefore primarily subject to the German Commercial Code (HGB). The limited partnership belongs beyond that however to the partnerships and has no own legal personality. The stock corporation, on the other hand, is probably the best-known corporation of all and is primarily committed to share trading.

The KGaA adopts the best features of both legal forms: it takes a stock corporation as its basic structure and supplements it with the structure of general partners and limited partners that is characteristic of the KG. Thus, the entrepreneurial management – similar to the AG – is divided into different bodies, whereas the liability risk is distributed among at least one personally liable partner and the remaining partners in the amount of their capital contribution. Although the partnership limited by shares is a limited partnership in name and suggests the legal status of a partnership, beware: it is in fact a corporation by virtue of its legal form, including its own legal personality!

Other typical corporations:

• Stock corporation (AG)
• European Company (Societas Europaea, abbreviated to SE)
• Entrepreneurial company / UG (limited liability)
• Limited liability company (GmbH)

Corporation KGaA – Stock Corporation Act §§ 278 – 290 & §§ 161 – 177a German Commercial Code (HGB)

In principle, the legal basis for partnerships limited by shares is the German Stock Corporation Act (Aktiengesetz, AktG), more precisely: paragraphs 278 to 290, where, among other things, the nature of the KGaA is defined. For the legal position of the individual partners, on the other hand, reference is made to the applicable provisions for conventional limited partnerships, which are found in the German Commercial Code (HGB) – sections 161 to 177a.

Excerpt from the law – § 278 AktG:

(1) A partnership limited by shares is a company with its own legal personality in which at least one partner has unlimited liability to the company’s creditors (general partner) and the others have an interest in the share capital divided into shares without being personally liable for the company’s obligations (limited shareholders).
(2) The legal relationship of the general partners among themselves and vis-à-vis the entirety of the limited liability shareholders as well as vis-à-vis third parties, namely the authority of the general partners to manage and represent the partnership, shall be determined in accordance with the provisions of the Commercial Code on limited partnerships.
(3) In all other respects, the provisions of the First Book concerning the stock corporation shall apply mutatis mutandis to the partnership limited by shares, unless otherwise provided for in the following provisions or in the absence of a management board.

Kommanditgesellschaft auf Aktien – International distribution of the legal form

The partnership limited by shares – abbreviated to KGaA – is where the legal form of a stock corporation and the typical features of a limited partnership meet. The resulting hybrid of a corporation and partnership features has so far been rather rare in Germany, although interest has been slowly but steadily increasing since the end of the 1990s. The partnership limited by shares also appears internationally, for example as a “commercial partnership limited by shares” in English-speaking countries or as a “société en commandite par actions” in France.

International distribution of the KGaA:

• Anglophone region: Commercial partnership limited by shares
• Belgium: Commanditaire vennootschap op aandelen (CommVA)
• Denmark: Partnerselskab (P/S) or Kommanditaktieselskab
• Germany: partnership limited by shares (KGaA)
• France: Société en commandite par actions (SCA)
• Italy: Società in accomandita per azioni (S. a. p. A. / S. A. A.)
• Iceland: Samlagshlutafélag (slhf.)
• Netherlands: Commanditaire vennootschap (CV)
• Poland: SpóÅka Komandytowo-Akcyjna (S. K. A.)
• Portugal: Sociedade em Comandita por acções (SCA)
• Spain: Sociedad comanditaria por acciones

Legal form variant Kapitalgesellschaft & Co KGaA – General partner as legal entity

Sometimes different corporations also appear in combination with a partnership limited by shares (KGaA). For example, family businesses occasionally organise themselves as a Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft auf Aktien – in short: GmbH & Co KGaA. In this case, they form a stock corporation in the legal sense – however, the general partner as personally liable shareholder is not just any natural person, but specifically a limited liability company (GmbH). If the general partner is instead embodied by an AG, it is referred to as an AG & Co KGaA, and in the case of a Societas Europaea, as an SE & Co KGaA.

More about the individual hybrid forms:

• GmbH & Co KGaA – see limited liability company (GmbH)
• AG & Co KGaA – see stock corporation (AG)
• SE & Co KGaA – see Societas Europaea (SE)

CEWE Stiftung & Co. KGaA is a special case: In this company, the general partner is embodied by a foundation. In principle, the partnership limited by shares is possible in all conceivable combinations, as GUB Investment Trust KGaA points out as an example.

Continue reading here on the topic of setting up a family foundation:

• Establish a family foundation

Foundation, company name & organs of a KGaA

The formation process of a partnership limited by shares is based on the formation process of stock corporations. Accordingly, a KGaA is considered a legal entity and can only participate in legal transactions through its executive bodies. Unlike the conventional stock corporation, however, this legal form does not provide for a management board as the governing body, so that the governing bodies of a KGaA are limited to the general meeting – consisting of the total of the limited liability shareholders – and the supervisory board. The management authority and the power to represent the company externally are incumbent on the general partners as personally liable partners.

You can find out here how the process of founding an AG works in detail:

• Formation of a public limited company

A personally liable partner can be either a natural person or a legal entity, which limits his liability to the business assets of the corporation and cleverly avoids personal liability. The limited partners or limited shareholders can also be natural persons or legal entities and are in any case only liable to the extent of their respective share contribution.

To set up your KGaA, you also need the following in brief: a tax identification number (tax ID); the confirmation of registration from the Trade Licensing Office; the shareholders’ agreement aka articles of association together with notarial certification; 50,000 euros of share capital; and finally the entry in the Commercial Register under the company name you have chosen plus the legal form suffix “KGaA”.

Examples of KGaA companies:

• Merck KGaA
• MERKUR PRIVATBANK KGaA

Limited partner & general partner: A question of liability

What is a limited partner and general partner? This is a question many people ask themselves when they first hear about the special characteristics of a limited partnership. This is because, unlike all other partnerships, the partners in a limited partnership are clearly divided into general partners and limited partners. Therefore, a single individual or legal entity can never be a general partner and a general partner at the same time.

Usually, general partners are the personally liable partners of a limited partnership. In a partnership limited by shares, too, a distinction is made between general partner and limited partner, the latter being contextually referred to as limited shareholder. The general partner bears the full risk as a general partner: as with the conventional KG, he is also jointly and severally liable, directly and without limitation with business assets and private assets. The liability risk of the limited shareholders, on the other hand, is limited only to the amount of the mandatory sum that they paid in as a limited partner contribution in the form of shares when the KGaA was formed.

Financing & profit distribution

The financing of a KGaA is advantageous compared to the conventional limited partnership, as equity capital can be raised more easily. Overall, as with the AG, a share capital of 50,000 euros or more is required. With regard to the distribution of profits and loss sharing, there are no special regulations compared to the conventional KG: Either the legal principles come into play or corresponding specifications have been anchored in the articles of association. Profits are distributed in principle to 4 per cent of the capital share plus additional profit “in the appropriate relationship”. Losses are also shared appropriately.

Taxes for company & shareholder: separation principle & transparency principle

Like all other forms of corporate law, the partnership limited by shares is generally liable to pay taxes. It is considered an independent tax subject with regard to corporate income tax and trade tax; all natural persons in the partnership are usually subject to income tax.

Due to its hybrid form, however, special regulations apply to the KGaA under tax law: the taxation of the company itself is based on the separation principle, the taxation of the limited liability shareholders is also based on the separation principle and the taxation of the general partners is compulsorily based on the transparency principle. In the case of taxable turnover, the KGaA is always subject to turnover tax.

• Trade tax (GewSt)
• Value added tax (VAT)
• Income tax (ESt)
• Corporate income tax (KSt)

Taxation of the KGaA – separation principle

As a corporation and legal entity, the partnership limited by shares is generally subject to corporate income tax. Insofar as the KGaA exercises its management and/or its registered office in Germany, it is deemed to be subject to unlimited corporate income tax and must pay tax on its entire global income accordingly. In the case of foreign management and/or foreign registered office with domestic income – for example from a domestic permanent establishment – the KGaA is deemed to have limited tax liability.

The profit of a KGaA is determined by means of a comparison of business assets. For the taxable income, on the other hand, a special provision applies with regard to deductible expenses, which is anchored in the German Corporate Income Tax Act (Körperschaftsteuergesetz, KStG) – the corporate income tax of the KGaA therefore only applies where income is attributable to the share capital, i.e.: the profit shares of the limited liability shareholders. The profit shares of the general partners as well as their management remuneration are deducted in advance and can be deducted as operating expenses. They do not come into play in the calculation of the KGaA’s income, but must be taxed by the general partners themselves.

Excerpt from the law – Section 9 (1) no. 1 KStG:

in the case of partnerships limited by shares and comparable corporations, that part of the profit which is distributed to personally liable partners on their contributions not made to the share capital or as remuneration (bonus) for management;

The KGaA must pay trade tax as an entrepreneur, regardless of its hybrid structure. Thus, the determined profit from business operations – increased and decreased by the amounts specified in the Trade Tax Act (GewSt) – is understood as the trade income of the KGaA. The amounts previously calculated for corporate income tax purposes for profit shares and management remuneration of the general partners are now added back to the calculated profit from business operations, thereby ensuring that no amounts escape taxation through trade tax.

Taxation of the limited liability shareholders of the KGaA – separation principle

As natural persons, limited shareholders do not have to pay corporate income tax. Therefore, their profit shares and any management remuneration are settled via the partnership limited by shares itself. Like their counterparts in the conventional limited partnership, they are subject to income tax in the event of a dividend distribution. If they hold limited partnership shares as private assets, they generate income from capital assets in accordance with the German Income Tax Act (EStG).

Taxation of the general partners of the KGaA – separation principle

General partners are taxed like co-entrepreneurs for the purposes of tax law. In this context, they are not to be regarded as co-entrepreneurs, but merely treated as co-entrepreneurs – a small but significant difference… especially in terms of “taxes”! As natural persons, general partners are subject to income tax as normal and must pay tax on their income from business operations.

In contrast to the limited liability shareholders, general partners are required to pay corporate income tax: Their profit shares and any management remuneration are deducted from the KGaA’s income to be determined and charged directly to the general partners. The corresponding amounts must be taxed as part of the income tax return.

Partnership limited by shares (KGaA) – For whom is it worthwhile?

The possibility of easy capital procurement is certainly one of the reasons for founders of new businesses to opt for the formation of a KGaA. In addition, the partnership limited by shares has a high resistance to takeovers, which is why the individual partners can contribute personally and maintain their entrepreneurial commitment despite high capital contributions. The sometimes high liability risk of the general partner can be absorbed by the clever positioning of a GmbH or AG as a personally liable partner.

So who is the partnership limited by shares suitable for? This legal form is worthwhile for start-ups that cannot avoid external financing, but do not want to make any concessions with regard to their decision-making authority as well as the management of their company. The special legal form of the KGaA provides family businesses with a company in which control does not have to be transferred to outside hands as soon as share capital is issued as shares.

Alternatives to the KGaA: Legal forms in Germany

Legal forms – What types of company are there? If you want to start your first company, then choosing the ideal legal form is one of the first steps in the process of setting up a company. Whether it’s a special real estate company or a start-up, I’ve summarized all the types of companies in Germany for you here.

• Legal forms: List

Company types in detail:

• Sole proprietorship
• Registered businessman / registered businesswoman (e. K.)
• Civil law partnership (GbR)
• General partnership (OHG)
• Limited partnership (KG)
• Entrepreneurial company (UG)
• GmbH: Limited liability company
• Real estate GmbH / Asset management GmbH
• Stock corporation (AG)
• Real estate stock corporation (REIT-AG)
• Societas Europaea (SE)
• Foundation / Family Foundation

GmbH & Co KG – formation, financing, liability & Co

The limited partnership – in short: Kommandite or KG – is one of the so-called complete companies and, as a partnership, is subject to the German Commercial Code (HGB). The formation process for this legal form of company is quite uncomplicated, as it can be formed informally and requires a minimum of only two founding members. It can be formed by both natural persons and legal entities. A maximum number of permissible shareholders is not specified by law.

If all general partners of a KG consist of limited liability companies (GmbH), they form a so-called Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft – called GmbH & Co KG for short. Such a GmbH is sometimes also referred to as a general partner GmbH, but beware: the general partner GmbH is a corporation and part of the GmbH & Co KG, while the GmbH & Co KG by virtue of its legal form is always a partnership!

Other typical partnerships:

• Limited partnership (KG)
• General partnership (OHG)
• Limited Liability Company and Compagnie General Partnership(GmbH & Co OHG)

Foundation & Company Name

Two persons are required for the formation of a GmbH & Co KG: The GmbH as full partner – i.e. general partner – and a natural person as partial partner – called limited partner. If you are starting from scratch, you must first establish a limited liability company in preparation. To do this, you need the following in a nutshell: a natural person or legal entity as the founder of the company; a tax identification number (tax ID); the confirmation of registration from the trade office; the shareholders’ agreement aka articles of association together with notarial certification; 25,000 euros in share capital; and finally the entry in the commercial register.

You can find out how the process of setting up a GmbH works in detail here:

• Establishment of a limited liability company (GmbH)

You have successfuly founded your GmbH? The limited partner is ready to go? Then the next step is to set up a limited liability company (Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft). Since the GmbH & Co KG is a separate company, you again need a tax ID and must register the company with the trade office. The establishment of articles of association is also mandatory and of course your company needs a suitable company name including the company suffix “GmbH & Co KG”.

Management & power of representation

As a general partner, the GmbH basically has power of representation in the external relationship. However, since a GmbH is a legal entity, the management authority is entrusted to a natural person. This may be a shareholder of the general partner GmbH or the position may be assigned externally to a so-called third-party managing director. In this case, there is often talk of a third party board of directors or external board of directors.

Alternatively, limited partners may also act as managing directors, provided they are expressly appointed to this body. Since limited partners are generally excluded from management, their management authority in this case is, however, limited to the right of objection in the case of extraordinary transactions.

Profit distribution & loss sharing

With regard to the distribution of profits and the sharing of losses, either the statutory principles come into play or corresponding specifications have been anchored in the articles of association. Profits are generally distributed at 4 percent of the capital share plus additional profit “in reasonable proportion”. Losses are also shared appropriately.

It is possible to completely exclude the general partner GmbH from the distribution of profits by means of a declaration in the shareholders’ agreement, whereby higher profits can be distributed to the investors. Insofar as the GmbH has inherent management authority, it can be paid an appropriate remuneration to compensate for its role as managing director, whereby a managing director’s remuneration cannot be deducted in total as a business expense for tax purposes. However, the remuneration is paid irrespective of the profits generated and thereby has the effect, if applicable, that the entire company can save taxes.

General partner, partial partner & tax liability

Usually, the general partners of a limited partnership are liable without limitation and jointly and severally – i.e. with their business assets plus private assets. If, on the other hand, the general partner of a KG appears in the form of a limited liability company (GmbH), he is liable as a legal entity only to the extent of the GmbH’s capital contribution. Limited partners are liable – as in the case of a conventional KG – only to the extent of the mandatory sum that they paid in as a limited partner’s contribution when the GmbH & Co KG was founded.

Like all other legal forms of companies, the Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft is generally liable to pay taxes. First and foremost, they are subject to trade tax and – in the case of taxable turnover – turnover tax. A GmbH & Co KG is generally exempt from income tax and corporation tax… However, profit income is still subject to taxation: corporation tax is applied to the profit share of the general partner GmbH, whereas limited partners must pay income tax on their profit.

• Trade tax (GewSt)
• Value added tax (VAT)
• Income tax (ESt)
• Corporate income tax (KSt)

Tip. All taxes for companies in one list:

• Taxes in Germany

GmbH & Co KG – For whom is it worthwhile?

A significant advantage of a GmbH & Co KG is undoubtedly the limitation of liability to the business assets of the general partner GmbH. This means that founders do not directly risk the existence of their company if an investment turns out to be disadvantageous, and they can quickly increase their equity capital through the flexible and simple admission of new limited partners. They can confidently outsource the organisational effort and the management to an outside body or make deviating succession arrangements in order to maintain the GmbH & Co KG.

So who is the GmbH & Co KG suitable for? This legal form is worthwhile for start-ups who would like to set up their business as a partnership without having to forego the special liability restrictions of a GmbH. A GmbH & Co KG is also conceivable as an asset-managing company and for family businesses.

Alternatives to the GmbH & Co KG: Legal forms in Germany

Legal forms – What types of company are there? If you want to start your first company, then choosing the ideal legal form is one of the first steps in the process of setting up a company. Whether it’s a special real estate company or a start-up, I’ve summarized all the types of companies in Germany for you here.

• Legal forms: List

Company types in detail:

• Sole proprietorship
• Registered businessman / registered businesswoman (e. K.)
• Civil law partnership (GbR)
• General partnership (OHG)
• Limited partnership (KG)
• Entrepreneurial company (UG)
• GmbH: Limited liability company
• Real estate GmbH / Asset management GmbH
• Stock corporation (AG)
• Real estate stock corporation (REIT-AG)
• Societas Europaea (SE)
• Foundation / Family Foundation