A German Gesellschaft bürgerlichen Rechts that has existed for years is selling its plot of land. The existing land register (Grundbuch) still shows the partnership and partners named under the old law. The parties assume this extract is sufficient for any current conveyance. However, the old form of entry can trigger additional preparatory steps.
Do not equate the old entry with the present register status
§ 47 Absatz 2 GBO links the registration of a right for a GbR to its entry in the company register. [GBO-47] For old land register states Article 229 § 21 EGBGB contains special transitional rules. Paragraph 1 describes that entries concerning a GbR’s right should, in principle, only take place after the register and land register transition designated there. [EGBGB-229-21]
This is not a statement that every untouched old GbR must immediately sell its property or alter its assets arbitrarily because of this article. It concerns the specific current transaction and its prerequisites.
Order the company history for the notary
Our editorial recommendation: Compile the existing land register document, the actual company name and known changes in the partner structure. Disclose uncertainties. A person whose name still appears in an old entry will not be treated as unchanged and presently authorised for that reason alone.
Article 229 § 21 also contains rules for old partner entries that have become incorrect, required consents and certain former declarations or application states. [EGBGB-229-21] Which rule applies in the individual case is checked by the notary on the basis of the actual history. This article does not create its own register application.
An invented partner who left long ago
A landholding GbR wants to offer a quick transfer date. A former partner is still named in the old extract but has not participated in day-to-day affairs for years. The remaining persons want to simply omit his name from the sales data sheet.
Instead of quietly resolving the discrepancy, they submit the existing documents and the known change history for examination. The notary clarifies the necessary declarations and the appropriate register route. An internally familiar company name does not become a fabricated current register identity.
Do not treat old proceedings uniformly according to new routine
If there was already a consent, an application or a priority notice before the relevant transition, the time and procedure are specified precisely. The transition provision distinguishes certain constellations. [EGBGB-229-21] A present general note about the company register does not replace this examination.
Likewise, effective authority to represent in the sale remains a separate question. The article does not derive from a register transition who may sign alone without further proof.
Make dates dependent on the clarified procedure
Plan the sale only with the confirmed preparatory needs. The buyer should know which steps are actually planned and which are still open. The task ends with a consistent transaction involving the company, the register and the affected property, not with a cosmetically updated name in the exposé.