By decision of 15 February 2022 (II ZR 235/20) the German Federal Court of Justice (BGH) ruled that Section 179a AktG (German Stock Corporation Act) does not apply by analogy to limited partnerships. This therefore affects the required majorities in partnership meetings in the case of disposals of total assets. The BGH had already denied analogous application to the GmbH a few years ago (II ZR 364/18).
The prerequisite for analogous application is an unplanned regulatory gap in the comparable interests of Section 179a AktG about limited partnerships. This provision requires a majority of at least three quarters of the share capital. However, the sale of the company's assets constitutes an extraordinary management measure or a “fundamental” transaction. Thus, the prerequisite of a resolution of the partners with an all-voice majority in the case of a limited partnership for asset transfers is already conclusively and extensively regulated in §§ 116 II, 119 I, 161 II, 164 HGB.
However, an exception to this may have been stipulated in the partnership agreement (§ 119 II HGB), so that, in contrast to the stock corporation, total asset transactions can also be carried out by means of a simple majority clause according to the number of partners.