Limited partnership (Kommanditgesellschaft)

How a limited partnership works under Swiss law

The limited partnership (Kommanditgesellschaft, société en commandite, società in accomandita) is governed by Art. 594–619 of the Code of Obligations (CO). It brings together at least one general partner (Komplementär) who manages the business and bears unlimited personal liability, and at least one limited partner (Kommanditär) whose liability is capped at a fixed amount registered with the commercial register: the Kommanditsumme.

Swiss law requires every general partner to be a natural person (Art. 594 para. 2 CO). This distinguishes the Swiss form from the German GmbH & Co. KG, where a GmbH may serve as the unlimited partner. A Swiss limited partnership with a legal entity as its general partner would be refused registration.

Liability of the partners

The general partner is liable for the partnership's debts jointly and with all personal assets, on the same footing as a partner in a general partnership (Art. 604 CO). The limited partner's exposure stops at the Kommanditsumme entered in the register (Art. 608 CO). If the limited partner has already contributed the full amount, creditors have no further claim against them. If the Kommanditsumme has been paid only in part, the balance remains callable.

A limited partner who acts externally as a manager without disclosing that capacity risks losing the liability cap (Art. 605 CO). The same applies if the limited partner's name appears in the firm name (Art. 607 CO).

Registration and the firm name

The partnership must be entered in the commercial register at the place of its registered office (Art. 594 CO). The entry records each general partner and each limited partner together with their Kommanditsumme. Since 1 July 2016, the firm name can be chosen freely provided it states the legal form. Names typically end in "Kommanditgesellschaft" or an equivalent abbreviation in another official language.

Every registration, change of partner and dissolution is published in the Swiss Official Gazette of Commerce (SHAB). The guide to Swiss register extracts explains how to obtain and read the full entry.

How it appears in the register and in SHAB notices

The register entry lists the firm name, the registered office, the purpose, each general partner with signing authority and each limited partner with the Kommanditsumme. Only a general partner may sign for the partnership. A SHAB notice for a new limited partnership identifies the general partner under "Eingetragene Personen" with signing authority and the limited partner with their Kommanditsumme in Swiss francs.

Anyone checking the company can see each limited partner's Kommanditsumme in the public register entry.

What to check when dealing with one

• General partner: the person with unlimited liability and typically sole or joint signing authority. Verify who currently holds this role and whether recent changes have been published.
• Kommanditsumme: the registered amount caps the limited partner's liability. It tells you how much capital has been committed but says nothing about the partnership's actual assets or turnover.
• No separate legal personality: like a general partnership, the limited partnership can sue and be sued under its name, yet the partners' personal circumstances matter for credit decisions.
• Dissolution: the death or departure of the sole general partner dissolves the partnership unless the remaining partners appoint a replacement (Art. 619 in conjunction with Art. 576 CO). A limited partner's departure does not dissolve it.

Distinction from the KmGK

The Kommanditgesellschaft für kollektive Kapitalanlagen (KmGK) is a separate legal form under the Collective Investment Schemes Act (CISA), supervised by FINMA. The ordinary Kommanditgesellschaft under Art. 594 CO is the form found on most commercial-register profiles.