Wem gehört das Vermögen einer GmbH & Co. KG?

Wem gehört das Vermögen einer GmbH & Co. KG? Ist das alles ind er GmbH und die KG ist leer oder umgekehrt?

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Giota210
7 months ago

In the KG there is a so-called. Total assets (i.e. ownership of the assets is common to all (the assets are shared by several persons in such a way that a single person cannot have his share of the assets and also of individual related objects).

In addition, there are also special operating assets (this is then really the property of the individual shareholder who provides an object of the KG, for example).

Giota210
7 months ago
Reply to  Waterfight

ok so can the kg with the 25000 euro of the gmbh buy something?

The 25,000€ are the share capital of the GmbH (the KG has nothing to do with it at all).

and which control will pay the GmbH & Co. KG? The personal income cost of the KG owner or about 30% of the GMBH?

Neither.

The KG is a private company and thus quasi a kind of “transparent shell” (the shareholders must look at it for the “income tax/body tax): The proportional result of a partner from the KG is determined in the context of a separate and uniform determination and then subject to income tax/body tax.

The KG pays only the operating taxes (commercial tax if it is taxable; VAT, unless a small entrepreneur.

kegus
7 months ago

In fact, it comes to the social contract.

As Giota210 wrote, there are GHV and SoBV. The overall handicraft (GHV) belongs to all parties of the GmbH & Co. KG, who are also to be involved in the assets under contract. It is very often that the Complementary-GmbH has no share in wealth. It then does not make a deposit and does not receive a share of profit, only a remuneration of liability and, if appropriate, Reimbursement or compensation for their management activities. In that case, the fortune belongs to the commanders.

If the complementarity also has a share of wealth and profit (and therefore also a deposit obligation), then it is also involved in the assets.

kegus
7 months ago
Reply to  Waterfight

Jein. The capital must not be paid to the shareholders but used for the usual business incidents (of the GmbH). To what extent the GmbH of the KG the sum z. as a loan, but I don’t know how. I’m not in the company right now.

here a corresponding contribution to this: https://www.juhn.com/fachwissen/handelrechtsgesellschaftrecht/kapitalerhaltung-gmbh/

kegus
7 months ago

The donation of operating assets is, of course, also subject to the donation tax. To what extent the property is taxed because of all the benefits, I cannot say at the moment. I’m not in there either. I had to deal deeper with it. But not now.

KleverNRW
7 months ago

Neither. The majority of the asset can belong to the GmbH. The majority of the assets can also belong to the commanders.

heurekaforyou
7 months ago

GmbH & Co.

At the same time, all shareholders are entitled to the entire assets of society. A typical embodiment of the company is that the GmbH is not granted an asset share as a complement. The entire fortune is regularly assigned to the commander.

https://de.wikipedia.org/wiki/GmbH_%26_Co._KG#:~:text=Allen%20Societies%20s%20s%20s%20s%C3%B6gen, stands%20sregm%C3%A4%C3%9Fig%20s.

NoHumanBeing
7 months ago

There are the GmbH and the KG as legal persons.

The company has shareholders. These are usually natural persons, but may also be legal persons. They’re liable in the amount of their deposit. The GmbH has a share capital.

The KG has contrary to the GmbH as an unlimited liability shareholder (complementary). (However, the liability of the GmbH itself is limited.) And then it has other limited liability shareholders (commandists) who, at the level of their deposit or Liability.