Since January 1, 2024, the introduction of the registered civil law partnership (eGbR) has brought about far-reaching changes for the purchase and sale of real estate. This resulted from the law known as the MoPeG (Modernization of Partnership Law), which led to the introduction of the eGbR. The eGbR is a GbR that is registered in the commercial register. Upon registration, the eGbR acquires legal capacity. This means that it can independently enter into contracts, acquire property, and be represented in court.
What's new, and what's changing for property owners?
The good news: for property owners, nothing will change for the time being, as long as they do not plan to sell their property or purchase a new one. Registration in the commercial register is only mandatory when real estate is bought or sold, or when a mortgage is registered. As an alternative to the eGbR, fractional co-ownership remains an option for joint real estate purchases. With this form of co-ownership, the shares of the individual owners are recorded in the land registry.
The following applies to the eGbR:
- Elimination of Individual Names in the Land Register
With the eGbR, the names of the partners are no longer entered in the land register. Instead, only the eGbR is listed as the owner. This increases transparency while also protecting the privacy of the partners. - More Cost-Effective Changes
Changes to the eGbR, such as the withdrawal or admission of partners, are significantly more cost-effective and time-saving compared to changes in the land registry. - Company Register
The eGbR is registered in the commercial register. This means that important information about the company, such as the names of the partners and the management, is publicly accessible. - Legal Capacity
The eGbR is a legal entity. This means it can independently enter into contracts, acquire property, and be represented in court. - Conversion to Other Legal Forms
Converting an eGbR into other legal forms, such as a GmbH or an OHG, is simpler and less expensive than converting an unregistered GbR.
Step by Step: The Process for the Initial Registration of a GbR as an eGbR
1. Partnership Agreement:
The partnership agreement must contain the most important information about the eGbR, such as the names of the partners, the purpose of the business, and the distribution of profits. You can draft the agreement yourself, but it should ideally be notarized by a notary public or an attorney.
2. Notarization:
The partnership agreement must be notarized by a notary. The notary verifies the validity of the agreement and enters the eGbR into the commercial register.
3. Registration in the Transparency Register:
The eGbR must be entered in the Transparency Register within 14 days of its entry in the Commercial Register.
Why the eGbR Is Important for Buyers and Sellers and Why Prompt Registration Is Recommended
The eGbR offers buyers and sellers of real estate greater legal certainty. Registration in the commercial register clearly shows who owns the property and who is authorized to sell it. At first glance, however, the new procedure leads to additional costs, increased bureaucracy, and a longer planning phase. In many cases, the eGbR must first be established, as the legal capacity required for the purchase and sale is only acquired upon registration. For all future transactions, however, registration prevents uncertainties and legal disputes.
- 1. Avoiding Fines:
Starting January 1, 2024, fines may be imposed on GbRs that acquire real estate assets and are not registered in the commercial register; or if a GbR fails to file a report with the transparency register immediately after registration in the commercial register; or if the report is filed late, is incomplete, or contains incorrect information. The amount of the fine depends on the size and revenue of the company.
- 2. Legal Certainty in Real Estate Acquisitions:
The registration of the eGbR in the commercial register is of great importance for legal certainty in real estate acquisitions. Without this registration, it is not possible for buyers and sellers to clarify the ownership structure of the property beyond any doubt. This can lead to significant problems and legal disputes.
- 3. Facilitating future changes to the eGbR:
Changes to the eGbR, such as the departure or addition of partners, are significantly less costly and time-consuming compared to changes in the land registry if the eGbR is already registered in the commercial register.
- 4. Greater transparency:
Registering the eGbR in the commercial register increases transparency while also protecting the privacy of the partners. Only the most important information about the eGbR is published in the register, such as the names of the partners, the management, and the company’s purpose.
- 5. Faster processing of business transactions:
Entering the eGbR in the commercial register can speed up the processing of business transactions, such as entering into contracts or applying for loans. This is because, once entered in the register, the eGbR is recognized as a legal entity.
- 6. Easier opening of bank accounts:
Once the eGbR is registered in the commercial register, it is generally easier to open a bank account for the company. Banks often require proof of the company’s existence when opening an account. Registration in the commercial register serves as such proof.
- 7. Improved creditworthiness:
Registering the eGbR in the commercial register can improve the company’s creditworthiness. This is because, once registered, the eGbR is considered a reputable and reliable business.
Kartheuser Immobilien: Your Partner for the Secure Sale and Purchase of Real Estate in Mettmann, Ratingen, and Velbert
The introduction of the eGbR brings far-reaching changes to real estate transactions. With the requirement for all GbRs holding real estate assets to register starting in 2024, the eGbR offers both buyers and sellers of real estate greater legal certainty and transparency. As experienced real estate agents, we are happy to assist you with any questions regarding the eGbR and real estate transactions. We provide comprehensive advice and support you in implementing the new regulations.
Contact us today for a no-obligation consultation!
Additional Notes:
- The information above is provided for general informational purposes only and does not constitute legal advice.
- In specific cases, you should seek advice from an attorney or notary.
- You can find further information on the eGbR on the website of the Federal Ministry of Justice and Consumer Protection: https://www.bmj.de/SharedDocs/Gesetzgebungsverfahren/DE/2022_GesellschaftsregisterVO.html
