Internationales Gesellschaftsrecht der deutschen typenvermischten Personengesellschaften

The thesis presents a comprehensive analysis of the national provisions on conflict of laws and substantive company law for the choice of the seat of mixed-type partnerships, taking into account the freedom of establishment of shareholders and directors under European law. It uses this standard to examine the legal admissibility to locate the administrative office in other EU countries, which is popular in practice for a Kapitalgesellschaft & Co. KG (German limited partnership with a German [e.g. GmbH] or EU-foreign [e.g. S.à.r.l.] corporation as a general partner where no individual is personally liable). The question is already controversial for "pure" partnerships; the prevailing opinion so far is that their seat shall be the administrative office, which may not be located abroad. In the case of a Kapitalgesellschaft & Co. KG, however, the problem becomes more acute: its administrative office usually corresponds to that of the corporation, is typically located abroad in the case of a foreign EU company and, under MoMiG 2008, should also be allowed to be located abroad by German corporations.