One speaks of a silent partnership when a natural or legal person participates in the profit of a third party (businessman) with a capital contribution. The contribution goes into the assets of the owner of the trade and can also be provided in the form of goods or services.
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Definition / explanation
Bei der stillen Gesellschaft handelt sich nicht um eine Handelsgesellschaft, sondern um eine Domestic society, die eine Gesellschaft bürgerlichen Rechts darstellt und für Außenstehende meist nicht erkennbar ist.
The regulations for the silent partnership can be found in Sections 230 to 236 HGB, but not necessarily applicable. The §§ 705ff. BGB apply insofar as they concern the internal relationship of the silent partnership.
Features of a quiet society
No special form is required for the formation and the articles of association. There is no entry in the commercial register. The silent partner has to participate in the profit of the trade and, depending on the agreement, up to the amount of the contribution in the loss.
The silent partner does not bear any entrepreneurial risk as he does not have a share in the business assets. This is only the case with the atypical silent society, where it is not only affected by the profit and loss of the trade, but also by the increase in business assets (hidden reserves) is involved.
Advantages of a quiet company
The management and representation to the outside lies exclusively with the owner of the trade and the silent partner is not liable to the outside world.
In the internal relationship, however, the silent partner has the right to request a copy of the annual financial statements and to inspect and check the books and papers of the trade.