Two-person limited liability company – corporation for 2 persons

If two shareholders jointly establish a GmbH with a 50:50 shareholding, they form an equal entrepreneurial partnership, a so-called two-person GmbH – more rarely also called a two-man GmbH or two-man GmbH. In this case no partner can act against the will of the other, since both opinions are weighted to 50 per cent in each case. This results in some legal peculiarities. In practice, such a partnership-based equality often only works as long as both shareholders are of a similar opinion or one can be convinced by the arguments of the other.

Other GmbH models with special features:

• One-person limited liability company
• No-Person-GmbH

Emergence of founding duos – competencies, qualifications, succession & co.

In the case of a two-person GmbH, both partners each hold 50 percent of the GmbH shares, each possess 50 percent of the voting rights and each may claim 50 percent of the distributed profits of their company. Such an arrangement is particularly suitable if the two partners complement each other in terms of their competences, as is the case, for example, with a partnership between a person with a commercial education and a technically qualified person – an IT specialist, engineer, technician…. – is the case.

In another scenario, the sole shareholder of a one-person GmbH may decide to bring another person with complementary qualifications into the company. This occurs in particular when training an external successor or transferring the business to one’s own children.

Equality & protection: self-contraction, individual liability & joint representation

Equal status of the two partners of a two-man GmbH means that they have equal status with each other in legal, tax and social security terms. In addition, in many cases the entrepreneurial partners agree on an individual power of representation in the external relationship of the GmbH and often also on an exemption from the prohibition of self-contracting. As with the sole shareholder of a single-member company, they are otherwise prohibited by the German Civil Code, section 181, from concluding contracts with themselves as natural persons. Accordingly, if the GmbH uses a property, it may only lease it to one of the shareholders if he is expressly authorised to engage in self-dealing.

Excerpt from the law -$ 181 BGB:

A representative may not, unless otherwise permitted, enter into a legal transaction in the name of the represented person with himself in his own name or as the representative of a third party, unless the legal transaction consists exclusively in the fulfilment of a liability.

In order to avoid that your co-partner alone makes decisions with which you do not agree at all and for which you also do not want to be liable, it is also advisable to stipulate an individual liability in the partnership agreement if one of you acts without agreement. In this way, despite equality and equal participation, each shareholder bears the risk for solo decisions made by him. Alternatively, the freedom to make decisions can also be regulated by an agreement on joint representation, which of course must also be legally binding in the shareholders’ agreement, or a neutral, capable person is appointed as an external advisor.

Establish a GmbH: Legal form and alternatives

1. No-person GmbH: inheritance, gift, termination
2. One-person GmbH: Solo founder
3. Limited liability company (GmbH)
4. Special case: Real estate GmbH
5. Legal forms: List

No-person GmbH: inheritance, gift, termination

No-Person GmbH – The model for a GmbH without shareholders! By appointing new shareholders or leaving existing shareholders, the limited company model you choose can easily change. Whether it’s a one-person company, a two-person limited company or even a company that operates without shareholders at all…. In each case, there are specifics that you should be aware of as they deviate from the norm of the traditional limited liability company.

• No-Person-GmbH

One-person GmbH: Solo founder

One-person GmbH – The GmbH model for solo founders! By appointing new shareholders or leaving existing shareholders, the GmbH model you choose can easily change. Whether it’s a one-person company, a two-person limited company or even a company that operates without any shareholders at all…. In each case, there are special features that you should be aware of, as they deviate from the norm of the conventional limited liability company.

• One-person limited liability company

Limited liability company (GmbH)

Limited Liability Company (Gesellschaft mit beschränkter Haftung, GmbH) – The limited liability company is a German legal form that is founded by at least one person and managed by at least one shareholder. As the name already indicates, this corporate legal form is characterized by a limitation of liability for its shareholder(s).

• Limited liability company (GmbH)

Special case: Real estate GmbH

Immobilien GmbH / Vermögensverwaltende GmbH / Immobiliengesellschaft – In this article you will learn the basics about real estate companies. Who would think of founding a limited liability company when buying a house or a condominium? Admittedly, this makes no sense for owner-occupation, but it does for renting.

• Real estate company

Here you will find all the legal forms that can be chosen as a founder in Germany and a guide with a checklist:

Legal forms: List

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

Der Beitrag Two-person limited liability company – formation, equality & protection erschien zuerst auf ℄ Real Estates.

House sale in 9 steps

Jointly purchased property in the event of separation

While the division of the property or the proceeds from the sale can be settled in the case of married couples, the settlement can be problematic when unmarried couples separate. In most cases, the house is financed jointly or one partner guarantees for the partner who enters into the loan obligation with the bank. In both cases, both partners are responsible, so the house usually becomes a contentious issue in the event of a separation. Very rarely does a separation take place amicably.

Where separations are not amicable, it may be advisable for you to seek help in the form of advice and, if required, a professional sale. Even if you do not want to sell, but decide to keep the property, we are experienced online real estate agents to help and support you where agreement and concrete agreements are needed.

More information about divorce:

Divorce procedure

Among all joint acquisitions, the house stands as the largest asset in your possession. For this reason alone, a jointly acquired property purchased during the marriage period will also be the biggest “bone of contention” when it comes to property division during the divorce process. Learn everything you need to know about the divorce process.

Keep house

For families with children, housekeeping is often high on the agenda in the event of a divorce. In many cases, the partner with whom the children remain stays in the house. So that the children can remain in their familiar environment and are not additionally burdened by the divorce, this option proves to be the best solution. However, the desire to keep the house is of course linked to the respective financial situation and to agreements made. More on the subject of keeping a house.

House sale

A jointly occupied and financed house is usually the focus of a divorce. If neither partner wants or is able to keep the house, in most cases it comes down to a property sale. There are several solutions you can consider and contrast. Most divorcing couples choose to sell the house to a third party, as this method results in the fewest disputes. You part with existing debts together and exclude the need to continue paying off a home loan together. All about selling your house. Our guide covers everything: sell property.

Der Beitrag Separation and home – options, advice erschien zuerst auf ℄ Real Estates.

Residential Rights at a Glance: The personal use of a building

• Entitlement of the holder of the right of residence to make personal use of a building or part of a building
• Entitled only to reside, and not to engage in commercial activities
• Required: notarised agreement between land owner and purchaser and an entry in the land register

Back to the wiki: Real Estate

Der Beitrag Right of abode as an entitlement to live erschien zuerst auf ℄ Real Estates.

Trust Account (Notary) Overview: The notary as administrator of another account

• The holder, usually a notary, of the account is not the owner of the assets
• The notary manages the assets of the owner
• Regularly required for the sale of real estate
• In this case: the responsible notary sets up an account into which the purchaser pays the purchase price of the property.
• The seller of the property cannot access the money yet, but he has the certainty that the buyer can raise the purchase price

Back to the wiki: Real Estate

Der Beitrag Trust account (notary) for the management of assets erschien zuerst auf ℄ Real Estates.

Conveyance (land register) at a glance: Transfer of ownership of the property

• Agreement between buyer and seller
• Ownership of the property is transferred
• Transfer is executed in the land register

Back to the wiki: Real Estate

Der Beitrag Conveyance (land register) of the ownership of a property erschien zuerst auf ℄ Real Estates.