Other changes of the legal form

A simple change of legal form includes the conversion of

• a public limited company to a private limited company and a private limited company to a public limited company
• a general partnership to a limited partnership and a limited partnership to a general partnership

In these cases, there is no transfer of assets and no universal succession.

For example, a limited partnership is converted to a general partnership when the sole limited partner leaves and there are at least two general partners. A general partnership is converted to a limited partnership when a limited partner joins it.

The details of these procedures must be registered in the companies register and the legal form indicator must be updated on business documents and the website etc.

A civil law partnership can be obliged to convert to a registered partnership (general partnership or limited partnership) and can also choose to do so. The assets covered by the conversion are transferred to the general or limited partnership on registration in the companies register.

Obligation to convert with the obligation to prepare accounts and register the company

If the turnover exceeds 700,000 Euro for two consecutive years, the company must be registered in the companies register as a general partnership or limited partnership and is obliged to prepare accounts in the second year after that. If the turnover exceeds 1,000,000 Euro in a single financial year, the obligation to register in the companies register and prepare accounts begins in the following year.

Decision of partners

A civil law partnership can convert to a general or limited partnership by unanimous decision of the partners. This must include a list of the assets to be transferred to the general or limited partnership by universal succession. However, the partners retain those assets that are not listed.

In the decision, the partners in the civil law partnership must expressly choose to be registered as a general partnership or a limited partnership. Where applicable, they must also decide which of the partners will become a general partner and which a limited partner.

Since a general partnership or limited partnership must have at least two partners, the partnership is dissolved without liquidation when only one partner remains.

The assets of the partnership (the business) are transferred to the remaining partner by universal succession and the property of the partnership becomes his or her sole property without requiring a specific deed of transfer ('accrual'). The land register must simply be updated if necessary. This process must be reported to the companies register. The departing partner has a claim to a financial settlement.

The accrual takes place, when the only co-partner

• leaves the company as a result of a successful action for removal
• the co-partner or his or her private creditors give notice of his or her departure
• dies (exception: when sole limited partners are succeeded by their estate, and consequently their heirs, on their death and the partnership continues)
• or when insolvency proceedings are instituted against the only co-partner or insolvency proceedings are not instituted due to lack of assets to cover the cost

There is also an accural when the partners agree to acquire the business and the partnership is dissolved

• by decision of the partners
• lapse of time
• or a judicial decision