MoPeG: Withdrawal of Partners Instead of Dissolution of the GbR

Unlike before, under the Act to Modernise the Law on Partnerships (MoPeG), termination by or death of a partner no longer leads to the dissolution of the civil-law partnership (GbR) but to the withdrawal (Ausscheiden) of the partner concerned. Further grounds for withdrawal are the opening of insolvency proceedings over the partner's assets, the termination of membership by a private creditor and the expulsion of a partner for good cause. These statutory grounds for withdrawal cannot be excluded, but they may be supplemented by further grounds in the partnership agreement.

The partnership agreement may also provide that, upon the death of a partner, his or her heir takes his or her place instead of the partner withdrawing (succession clause, Nachfolgeklausel). Conclusion: review old GbR agreements for the need for adjustment.