The Higher Regional Court of Bremen has now answered the question as to whether a foreign company can be registered on the German companies register as a limited partner (Kommanditist) of a limited partnership (Kommanditgesellschaft) in the name of its German branch office (Zweigniederlassung).

Contrary to the decision of the German company’s registry court and contrary also to a previous decision of the Higher Regional Court of Celle from the year 1999, the Higher Regional Court of Bremen now held that there were no objections to such a registration.

The legal background of this latest decision was the fact that a branch office is not viewed as an independent legal entity, but rather a dependent part of the principal office. The companies registry court in this matter as well as the Higher Regional Court of Celle in 1999 had been of the opinion that the registration of a branch office as a limited partner could lead to the misconception that the branch office is in fact the rights holder and thus solely liable for the assets assigned to it.

The Higher Regional Court of Bremen was of a different view. In its opinion, the parties concerned were aware of the fact that the rights holder of shares in a proprietary company (here shares in the Kommanditgesellschaft) would not be the branch office alone, but that instead the entire company would be liable for the liabilities of the branch office. Therefore, the court did not see the danger of any misconceptions.

In its decision, the Higher Regional Court of Bremen also ruled that the registration as a limited partner of a Kommanditgesellschaft can be effected by the permanent representative (ständiger Vertreter) of the branch office of the foreign company. A power of attorney by the directors of the principal office would not be necessary in this context.

Higher Regional Court of Bremen, decision dated 18 December 2012 (2 W 97/12)

Dr Daniel Komo, LL.M. (Bristol)