The two-account models often provided for in partnership agreements, for example in the case of a GmbH & Co KG, consist on the one hand of rigid capital accounts, especially since the shareholders’ capital shares may not be changed by inflows and outflows of assets (Capital Account I), and on the other hand of clearing accounts (Capital Account II< /strong>).

 

The legal character of such clearing accounts, which can, on the one hand, show a part of the company’s participation or, on the other hand, purely contractual claims, is determined not only by agreements in the partnership agreement but also by the shareholders’ constant practice in booking certain amounts.

The indiscriminate recording of booking transactions via the capital account II can lead to an equity-related infection of the entire account, especially if losses are also recorded in the account.

 

This has different, but often serious, effects on the mutual demands of the company and the shareholders on each other.

 

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