Required reading

1. D: HGB, §§ 114–116, 125, 126, 128–130, 159, 160, 161–177a; Income Tax Act (Einkommensteuergesetz), § 15(1), no. (2)

2. UK: Scan for main concepts such as the nature of a partnership, the liability of partners, management by partners, representation, and the transferability of shares: Partnership Act 1890 and Limited Partnership Act 1907

3. US: Revised Uniform Partnership Act, table of contents, and §§ 201–202 (and Comment), 401, 404 (and Comment), 301–303 (and Comment), 306, 503, 703 (and Comment); US Internal Revenue Code, § 701

Partnerships in Germany, the UK and the US

Partnerships and corporations

In the preceding chapter, we looked at the essential characteristics of the stock corporation. Before moving on to study these characteristics in detail, let us pause briefly to examine the characteristics of an alternative organizational form: the partnership. Both partnerships and corporations are organizational forms that allow a number of people to join together to pursue a common (commercial) purpose. Both are freely established by contract among the members, in both cases the organization serves as a vehicle to pursue an end, and, for both, the members are obliged to contribute something of value that enables the association to operate. As will be highlighted below, there are clear differences between a corporation and what one might call the “central” or “traditional” concept of the partnership, but law has developed in accommodation to business needs over the years so as to blur the distinction between the two forms.