MoPeG: Resolutions in Partnerships – Unanimity Remains the Rule

Even after the entry into force of the Act to Modernise the Law on Partnerships (MoPeG), the principle of unanimity continues to apply to the passing of resolutions in partnerships (Personengesellschaften). If resolutions are to be capable of being passed by majority, this must be expressly provided for in the partnership agreement.

The MoPeG does not contain rules on the resolution procedure. It is therefore advisable to include corresponding provisions in the partnership agreement, for example on convening a partners' meeting, on the form and period of notice, on the quorum and on chairing the meeting and keeping minutes.

For commercial partnerships (Personenhandelsgesellschaften), rules on the passing of resolutions are now provided for in § 109 of the German Commercial Code (HGB). In the case of a GbR, it may therefore be considered to refer to these provisions. It should be noted, however, that the HGB, too, lacks rules on, for example, written circulation procedures or online meetings.