The Munich Higher Regional Court (OLG Munich), in its decision dated 23 February 2026 (31 Wx 294/24), held that, as a general rule, commercial register courts may no longer require a “no-compensation insurance” (negative compensation statement) where a change of a limited partner is filed for registration by way of singular succession. The amendment of Section 711 of the German Civil Code (BGB) by the MoPeG, effective as of 1 January 2024, has rendered the previous practice obsolete.
Summary
With the present decision, the Munich Higher Regional Court has overturned a requirement that had been established in registration practice for decades:
- The so-called no-compensation insurance (negative compensation statement) is, as a general rule, no longer a prerequisite for registration when filing a transfer of a limited partnership interest by way of singular succession.
- The decisive reason is the statutory codification of singular succession in Section 711 (1) sentence 1 BGB as amended by the MoPeG, which has been in force since 1 January 2024.
- An express declaration that the acquisition occurred by way of singular succession will therefore, as a rule, suffice to justify the corresponding registration in the commercial register.
Factual Background
In September 2024, a notary filed an application with the commercial register regarding the withdrawal of a limited partner from a GmbH & Co. KG. The limited partner had transferred his liability contribution to another limited partner by way of singular succession. The Munich Local Court – acting as the register court – objected to the filing by way of an interim order, on the grounds that a no-compensation insurance (negative compensation statement) by the general partner as well as by the withdrawing limited partner was missing. The notary filed a complaint against this decision.
The Local Court did not grant relief and maintained its position: the long-standing case law of the German Federal Court of Justice (decision of 19 September 2005 – II ZB 11/04) continued to apply; the amendment of Section 711 BGB had not altered this. As a general rule, the situation remained one of a withdrawal and entry of a new limited partner – singular succession continued to be the exception.
Previous Practice and Its Legal Basis
Within the framework of a no-compensation insurance, the personally liable partners (in the required number of authorized representatives) as well as the limited partners withdrawing by way of singular succession declare that no compensation has been granted to them from the partnership assets, nor has any such compensation been promised.
The requirement of such a declaration dates back to a landmark decision of the Reichsgericht from 1944 (decision of 30 September 1944) and has since been upheld by higher courts and, most recently, by the Federal Court of Justice (decision of 19 September 2005 – II ZB 11/04). It served to distinguish singular succession (transfer of a limited partnership interest by legal transaction) from individual succession (withdrawal against compensation and admission of a new partner) and to make this distinction visible in the commercial register by means of a corresponding notation.
If such a notation of singular succession is missing in the commercial register, the mere registration of the change of limited partner could create the misleading impression in legal transactions that both the withdrawing and the newly admitted limited partner are each liable for the full amount of the registered liability contribution for the partnership’s obligations.
As the transfer of limited partnership interests by legal transaction had previously not been expressly regulated by statute, case law regarded the no-compensation insurance as an appropriate means of evidencing the correctness of the filing.
Decision of the Munich Higher Regional Court
The Munich Higher Regional Court upheld the complaint and set aside the interim order in the contested respect. The Senate reasoned as follows:
Elimination of the previous rationale: Since 1 January 2024, singular succession has been expressly regulated by Section 711 (1) sentence 1 BGB as amended by the MoPeG. As a result, individual succession (Section 712 BGB) and singular succession (Section 711 BGB) now exist as equally ranked statutory alternatives. There is no longer any rule–exception relationship. The original justification for requiring a no-compensation insurance – namely that singular succession constituted a legally unregulated “special case” – has therefore ceased to apply.
Content of the filing: If the acquisition by way of singular succession is clearly and unambiguously stated in the application, this will, as a rule, be sufficient evidence of singular succession. In the case at hand, there were no indications that the filing was incorrect or that, in fact, an individual succession had taken place.
Legislative silence: In the context of the MoPeG, the legislator did not address whether the previous registration practice should be maintained or amended. However, the Court did not infer from this that the previous practice should continue – the absence of a statutory provision speaks neither in favor of nor against requiring a no-compensation insurance.
Consistency with recent legal literature: The Senate also relies on more recent academic commentary, which, following the entry into force of the MoPeG, predominantly takes the view that a no-compensation insurance can generally no longer be required (see, for example, Krafka, Registerrecht, 12th ed. 2024, para. 750; Krafka, ZPG 2024, 53 (55); Leo/John, NZG 2021, 1628 (1633 et seq.); Roth in Hopt, 45th ed. 2026, Section 162 HGB para. 8).
Important Qualification
The Court expressly clarifies that the decision applies to the standard case. This is convincing, as under the law of partnerships all partners are, in principle, required to file the application (Section 161 (2) in conjunction with Section 106 (7) sentence 1 HGB), which means that the filing carries a presumption of correctness.
The register court remains entitled, within the scope of its duty to investigate ex officio (Section 26 FamFG), to request further evidence in individual cases – in particular where there are specific indications that the notified singular succession has not occurred or has not occurred in the manner stated.
Practical Implications
For notaries and advisers involved in commercial register filings relating to changes in limited partners, the decision has immediate practical relevance:
- A separate no-compensation insurance (negative compensation statement) will, as a general rule, no longer need to be provided when transferring limited partnership interests, provided that the acquisition by way of singular succession is clearly stated in the filing.
- It remains to be seen whether other register courts outside Munich will immediately follow the decision of the Higher Regional Court or initially adhere to their previous practice. However, the decision is likely to have persuasive authority throughout Germany, particularly as it is consistent with the prevailing view in recent legal literature.
