The legal structure sets the legal framework. It affects, among other things, formalities, liability, ownership, taxes, and accounting. For many side businesses in Germany, the most important question first is: am I starting alone, with others, or as a limited-liability company?
Sole Proprietorship (Einzelunternehmen)
Better fit: The obvious choice if you are starting alone and do not want to form a company. Often the straightforward entry point for small commercial or freelance ventures.
Watch for: You are closely tied to the business. Business risks can affect your personal assets. If the risk is higher, you should not choose this structure purely out of convenience.
Civil Law Partnership (GbR – Gesellschaft bürgerlichen Rechts)
Better fit: A simple shared framework when at least two people pursue a common goal — for example in small teams, collaborations, or freelance partnerships.
Watch for: Liability is not limited as it is with a corporation. A written partnership agreement is highly advisable in practice, even if the setup seems straightforward.
General Commercial Partnership (OHG – Offene Handelsgesellschaft)
Better fit: Relevant when several people jointly run a commercial business and the scope goes beyond a simple small-business setup.
Watch for: Commercial register entry and accounting obligations make it significantly more binding than a simple GbR. For typical solo side businesses, it is usually not the first consideration.
Limited Partnership (KG – Kommanditgesellschaft)
Better fit: Can be suitable when several people are involved and roles in management, capital contribution, and liability are to be deliberately distributed differently.
Watch for: The structure requires more explanation and is not the standard starting point for small side businesses. Professional guidance is advisable here.
Mini-GmbH (UG haftungsbeschränkt – Unternehmergesellschaft)
Better fit: A smaller form of limited-liability company when limiting liability or having a formal company structure matters, but a full GmbH still seems too large or too costly.
Watch for: More formalities, accounting requirements, costs, and considerations around external perception than a sole proprietorship. It is not a shortcut for every small side business.
Private Limited Company (GmbH – Gesellschaft mit beschränkter Haftung)
Better fit: A more substantial limited-liability company with a clear structure, limited liability, and a better fit for shareholding arrangements, investors, growth, or a more professional external image.
Watch for: Significantly more obligations around formation, accounting, and administration. Often too heavy-weight for a small part-time test of an idea.
Registered Sole Trader (e.K. – eingetragener Kaufmann / eingetragene Kauffrau)
Better fit: The sole trader form for an individual merchant who operates with an entry in the commercial register (Handelsregister).
Watch for: Do not confuse this with a regular small sole proprietorship. The commercial register entry brings additional obligations and a different external profile.
This card does not replace legal advice. It is meant to make clear why sole proprietorship, GbR, UG, or GmbH are not simply a matter of personal preference.