The legal form which comes into question for you depends on your individual professional objectives, your personal situation, the economic environment, opportunities of cooperation etc.. During your decision-making process, you should always get advice from a lawyer or notary on tax issues and possibly also from a tax consultant.
The most important legal forms and forms of cooperation for freelancers in Germany are:
- Sole proprietorships
Freelances can be sole traders. They are solely responsible and have unlimited liability on all their assets. No minimum capital is required for the sole trader legal form.
- Gesellschaft bürgerlichen Rechts (GbR) (Company constituted under Civil Law) or Sozietät (Partnership)
A possible form of cooperation for freelancers is the Gesellschaft bürgerlichen Rechts. In the case of legal professions and tax consultants, one speaks here of a "Sozietät". The partners decide together how much they cooperate and other associated issues. A formal company agreement and also a minimum investment are not normally necessary. The shareholders are normally liable for the liabilities of the GbR with their personal assets. There is no requirement to register the GbR in the Commercial Register.
- Partnerschaftsgesellschaften (PartG) (Partnership Companies)
The Partnerschaftsgesellschaft is the equivalent of the Offenen Handelsgesellschaft (OHG) (General Commercial Partnership) for the liberal professions. Merging into a Partnergesellschaft is open only to freelancers and should facilitate the cooperation between members of the liberal professions possibly also at various locations. A partnership company is concluded by a partnership agreement and it is entered in the Register of Partnership The partners are liable for the liabilities of the partnership with the assets of the partnership company and in addition as joint and several debtor with their personal assets. If the profession is carried out incorrectly, then alongside the company only the partner or partners, who were involved in working on the assignment, are personally liable.
- Gesellschaft mit beschränkter Haftung (GmbH) (Limited Liability Company)
The required share capital to set up a GmbH, which can also be established as a one-man GmbH, is at least 25,000 euros. The business start-up requires the notarisation of the company agreement and registration of the company in the Commercial Register. The shareholder or the shareholders are liable for the liabilities of the GmbH with the total assets of the GmbH and normally not with their personal assets. Due to its legal form, a GmbH is subject to trade tax.
- For special legal forms regarding the cooperation of freelancers such as e.g. legal firms or tax consulting firms, the particular requirements of the specific laws applying to the relevant profession apply, e.g. the Bundesrechtsanwaltsordnung (federal code for the legal profession) or the Steuerberatungsgesetz (law for tax consultants). Normally they require a licence or accreditation by the relevant chamber (professional association).
To be able to use certain professional titles in the name of a company or an organisation, in some cases certain special provisions have to be complied with.
Associations without their own legal form
Various types of co-operation which do not have their own legal form are formed by freelancers, such as a joint office, practice or laboratory group, in order to jointly use office premises and their facilities. Employees are also often jointly hired.
As a rule, there are no special formalities when forming such partnerships. In relation to the specifics, it may be advisable to obtain advice from a lawyer or notary at an early stage. Each freelancer who joins a group works for himself or herself and incurs liability for debts personally with all of his or her assets. No liability is assumed for the professional activities of the other freelancers. Debts which lead to liability may arise from the joint use of rooms, facilities and engagement of personnel within the framework of the community.
Externally, the appearance that a company exists, which may be the case due to joint office signs, letterboxes and similar must be avoided. There is the risk that this could lead to liability under commercial law.
The German original version of this text was drafted in close cooperation with the relevant departments. The Wirtschaftsministerium released it on 01.09.2017. Only the German text is legally binding. The Federal State does not assume any liability for the translated texts. In cases of doubt or if you have any questions or problems, please contact the relevant authorities directly.