Partnerships under German, Austrian, and Swiss Law

A new edited volume from Institute Director Holger Fleischer, prepared together with Hans-Ueli Vogt (Zurich) and Susanne Kalss (Vienna), explores the panorama of partnerships in German, Austria, and Switzerland.

The volume stems from a May 2024 symposium at the University of Zurich and documents the papers and discussions of the 13th annual meeting of company and capital markets law scholars from Europe’s German-speaking region (the DACH-Region). The articles explain the motives, background and key features of the major reform accomplished in Germany through the MoPeG (Act on the Modernization of Partnership Law) as well as the deviating taxonomies of Austrian and Swiss law. Fundamental issues such as the numerus clausus of company and partnership forms, legal protection against unlawful member resolutions and the interpretation of partnership agreements are dealt with in detail. There are also special issues relating to the dissolution of partnerships, their conversion into corporations and the appropriate treatment of public partnerships and shareholders’ agreements.

In his article “Plötzlich Personengesellschafter” [Suddenly Partners], Holger Fleischer traces a phenomenology of unintended commercial partnerships. Among other lines of inquiry, he examines start-up partnerships and reflects on the example of Snapchat in order to explore whether and when a partnership arises when students establish a company on campus. His treatment also examines foreign companies having domestic administrative headquarters as well as decentralized autonomous organizations (DAOs), before concluding with general considerations on the position of partnerships in the architecture of company law.

Image: © Max Planck Institute for Comparative and International Private Law / Bastian Kurzynsky