Personengesellschaft

English translation: Partnership/ & Co. = Company in accounting usage

GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
German term or phrase:Personengesellschaft
English translation:Partnership/ & Co. = Company in accounting usage
Entered by: Adrian MM. (X)

12:35 Nov 12, 2005
German to English translations [PRO]
Law/Patents - Law: Contract(s)
German term or phrase: Personengesellschaft
This question is not about the meaning of "personengesellschaft" but more about US and British legal usage.

The terms and conditions of a fund prospectus says that the fund cannot be sold to US persons and says the following:

US-Bürger können auch Personen- oder Kapitalgesellschaften sein

The point is that the distinction is obviously a German one. I know that we do have partnerships and limited cos etc. but could we not say "companies" for both? Can "partnerships" be subsumed under the term "companies" in English? Then there is the additional question of US usage; there might be a case for using "corporation" and the US no doubt has different company forms again.
USER00230 (X)
United Kingdom
Local time: 04:43
Yes, subsumable and acceptable - cf. & Co. = partnership
Explanation:
Reasons why you are right to subsume partnerships under companies and why companies, generically and colloquially, do encompass partnerships.

1. labelling: some business partnerships have, throughout the Eng.speaking world and for up to 250 years, used the 'misnomer' = & Co., but without the Ltd cf. the German - & Co. KG. The partners are indeed in company and in a type of company, albeit unincoporated unless an LLP - see below.

Reg. cos. are followed by the abbreviation Ltd. if private and PLC if public;

2. LLP - Limited Liability Partnerships in the UK, US and Can. are a hybrid and are subject to corp. tax in the UK.

3. litigation: partnerships are firms in whose name they sue and are sued. In Germany, too, Firmen are used, journalistically, to describe businesses gen. But eine Firma is LEGALISTICALLY the name of a company OR partnership.

4. accounting: on consolidation i.e. group accounting, subsidiary companies, loosely, would include ltd. cos AND partnerships, though subsidiary and associated undertakings would be a more accurate tag - refer to your Eng. accountant.

This weblink blurs the distinction even further, suggesting Bill Gates is in partnership with Microsoft:

Gates & Co. Definition. ... Gates & Co. Refers to "Bill Gates & Microsoft." Since Gates was the major force behind Microsoft and the most prominent ...

As Daddy is the only one to give a proper, wide-ranging answer, he really deserves the points, doesn't he?




Selected response from:

Adrian MM. (X)
Local time: 05:43
Grading comment
3 KudoZ points were awarded for this answer



Summary of answers provided
4 +5partnerships
Stephen Sadie
5 +3not for points
Margaret Marks
4 +2Yes, subsumable and acceptable - cf. & Co. = partnership
Adrian MM. (X)
4 -2Company with unlimited liability
Eleonore Ladwig
3 -1sole ownership business
gangels (X)


Discussion entries: 7





  

Answers


5 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +5
personengesellschaft (contextual)
partnerships


Explanation:
"sentence: partnerships or corporations" (there's the difference!)
(Dietl, Schäfer etc.)

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Note added at 5 mins (2005-11-12 12:41:25 GMT)
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i.e. the kapitalgesellschaften are corporations

Stephen Sadie
Germany
Local time: 05:43
Specializes in field
Native speaker of: English
PRO pts in category: 190
Notes to answerer
Asker: Thanks but you haven't answered the question.


Peer comments on this answer (and responses from the answerer)
agree  Margaret Marks: Yes, partnerships is the same in GB and US: GB: partnerships or companies, US: partnerships or corporations. Write 'partnerships or companies/corporations'
25 mins
  -> thanks for that useful and correct addition, margaret

agree  Edith Kelly
58 mins
  -> danke edith

agree  Steffen Walter: w/ Margaret
3 hrs
  -> danke steffen

agree  Michael Walker: I am in full agreement with Margaret, whose blog I love!
3 hrs
  -> thanks mischaw

agree  Kieran McCann: the aim here is to make clear who can and cannot invest in this fund and in practice, whether or not 'companies' can include partnerships technically, US and UK usage make a distinction between the two which is for general purposes the same as in German
23 hrs
  -> thanks kieran
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39 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): -2
Company with unlimited liability


Explanation:
or
personal partnership = Personalgesellschaft, Handelsgesellschaft
general or ordinay partnership = Offene Handelsgesellschaft
special partnership = Amerikanisch : Kommanditgesellschaft

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Note added at 2 hrs 5 mins (2005-11-12 14:41:31 GMT)
--------------------------------------------------

The question is, "Can "partnerships" be subsumed under the term "companies"

Eleonore Ladwig
Local time: 05:43
Specializes in field
Native speaker of: Native in GermanGerman
PRO pts in category: 4
Notes to answerer
Asker: Thanks but you haven't answered the question


Peer comments on this answer (and responses from the answerer)
disagree  Stephen Sadie: the question here is how to distinguish personen- und kapitalgesellschaften!//kapitalgesellschaft = company oder corporation//capital company =financing company i.e. a kind of bank!
5 mins
  -> Kapitalgesellschaft is : capital company or joint stock company

disagree  Michael Walker: Partnerships cannot be subsumed under the term companies, a key conceptual distinction to German. SEE ALSO BELOW, Margaret Marks' comments! It is not wise to rely on Langenscheidt for legal terms of art.
3 hrs
  -> Mischaw: As you can read above the terms are British terms, special partnership is an American term, as I have mentioned; for your information, I have got all these terms from Langenscheidt i
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2 hrs   confidence: Answerer confidence 3/5Answerer confidence 3/5 peer agreement (net): -1
sole ownership business


Explanation:
if I correctly understand Personengesellschaft as being owned by one individual at 100%. That what you call it in the US.

gangels (X)
Local time: 21:43
Specializes in field
Native speaker of: Native in EnglishEnglish, Native in GermanGerman
PRO pts in category: 337
Notes to answerer
Asker: thanks but you haven't answered the question.


Peer comments on this answer (and responses from the answerer)
disagree  Kim Metzger: Not necessarily owned by one individual. See Margaret Marks for clarification.
1496 days
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12 hrs   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +2
Yes, subsumable and acceptable - cf. & Co. = partnership


Explanation:
Reasons why you are right to subsume partnerships under companies and why companies, generically and colloquially, do encompass partnerships.

1. labelling: some business partnerships have, throughout the Eng.speaking world and for up to 250 years, used the 'misnomer' = & Co., but without the Ltd cf. the German - & Co. KG. The partners are indeed in company and in a type of company, albeit unincoporated unless an LLP - see below.

Reg. cos. are followed by the abbreviation Ltd. if private and PLC if public;

2. LLP - Limited Liability Partnerships in the UK, US and Can. are a hybrid and are subject to corp. tax in the UK.

3. litigation: partnerships are firms in whose name they sue and are sued. In Germany, too, Firmen are used, journalistically, to describe businesses gen. But eine Firma is LEGALISTICALLY the name of a company OR partnership.

4. accounting: on consolidation i.e. group accounting, subsidiary companies, loosely, would include ltd. cos AND partnerships, though subsidiary and associated undertakings would be a more accurate tag - refer to your Eng. accountant.

This weblink blurs the distinction even further, suggesting Bill Gates is in partnership with Microsoft:

Gates & Co. Definition. ... Gates & Co. Refers to "Bill Gates & Microsoft." Since Gates was the major force behind Microsoft and the most prominent ...

As Daddy is the only one to give a proper, wide-ranging answer, he really deserves the points, doesn't he?







    www.pcmag.com/encyclopedia_term/ 0,2542,t=Gates++Co&i=43669,00.asp
Adrian MM. (X)
Local time: 05:43
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 572

Peer comments on this answer (and responses from the answerer)
neutral  Margaret Marks: What about the bookshop Marks & Co, where Co = Cohen?
9 mins
  -> Carl Marks & Co.'s weblink: www.carlmarks.com, plus Tesco is not a partnership.

agree  Marcus Malabad: Margaret and Tom, please no tit-for-tat disagreeing
15 hrs

agree  RNolder (X)
3 days 19 hrs
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5 hrs   confidence: Answerer confidence 5/5 peer agreement (net): +3
not for points


Explanation:
I think your question has been answered. Companies does not mean both. Both German law and English/US law distinguish between Personeng. partnerships and Kapitalg. companies/corporations. German has the catch-all term Gesellschaft, which could be either or both. I already put that under Stephen's answer. I would say "US citizens includes partnerships and corporations" (actually you don't need the BE term company, since BE understands "corporations" too).
In American English, the term "companies" is used to mean "enterprises" in general conversation (in BE "firms"). But it doesn't have a precise legal connotation. They are really defining what they mean by "persons".
If you write "partnerships and corporations", you are getting as close as you can to the German meaning.

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Note added at 10 hrs 30 mins (2005-11-12 23:06:07 GMT)
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In BE, "companies" does not subsume partnerships.
The Wikipedia article refers to general US usage, where "companies" is used loosely to refer to all kinds of enterprises, as I already said.
This does not mean that you, in a legal context, in US English, should use the term "company". But you are free to make up your own mind!

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Note added at 12 hrs 19 mins (2005-11-13 00:55:38 GMT)
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Have you thought of using the term "associations" or "business associations"?
The LLC also confuses the issue on the US side.

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Note added at 1 day 22 hrs 8 mins (2005-11-14 10:43:46 GMT) Post-grading
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I understand what you mean, but in this particular context, if you just write "companies", partnerships will not think they are included. As soon as you use the word "companies", you have to add "partnerships" (in BE). In colloquial AmE, you don't - but this is not a colloquial text. You are free to do what you like, but if you write "companies" alone, here, in BE, you are wrong.

Margaret Marks
United Kingdom
Local time: 04:43
Native speaker of: Native in EnglishEnglish
PRO pts in category: 156
Notes to answerer
Asker: Margaret, thanks for your "engagement" and particularly for pointing out that the wikipedia definition is US-based. This is a typical legal-semantic question. I think we can all agree it would not be drafted like this in an English contract and thereby hangs a tale.

Asker: Dear Margaret. Beware of trying to have the last word. You have simply repeated the argument you have already made, which is that since there is a legal distinction between PG and KG in both languages, the text must be translated literally. You clearly believe that this argument is a knock-out blow, but I am not convinced it is. Allow me to elaborate. This text is a German legal text and therefore any translation of it is inevitably a COMPROMISE because you cannot (a) translate it literally because (apart from the purely linguistic/stylistic objections to a literal translation, which are in any case very strong) certain legal concepts do not exist in the target language and close equivalents must be found and (b) nor can it be written in pure English legalese either because that is not what the original document says. Therefore any translation is going to compromise between these two often conflicting poles. Have you therefore thought of the possibility that there may be more than one "right" answer in certain circumstances, reflecting the above debate, with arguments in favour of each? Moreover, in your answers you have not addressed one of the main points I have made, which is that "PG oder KG" is not really a list of all possible company types, but simply another way of saying "all companies". This is so, I argue, because (a) the word "gesellschaft" is unclear in German because it also means what we would term associations, societies and clubs and therefore it has to be defined more precisely and (b) in German there are, in one of the dominant legal typologies, precisely 2 types of businesses, and therefore it is easy and convenient to list both of them. But this is not necessarily the case in English. If you asked someone how many types of company there are, would they say there are 2, partnerships and corps.? You rightly say that "company" can be used in a colloquial sense to encompass all business associations, but your point that this cannot be used because this is a legal document is not convincing. If this was a piece of legislation about company law, yes. But in a contract where it is simply aimed at preventing all non-natural legal persons from buying the fund, it is not so clear that the "colloquial" meaning cannot be used (By the way, have you thought of the possibility that the "colloquial" term actually originally has a legal origin?). Dear Margaret, I have done you the courtesy of acknolwedging that your translation is not wrong - because it plainly isn't. You, on the other hand, are certain that I am wrong even though you haven't addressed many of my arguments.


Peer comments on this answer (and responses from the answerer)
agree  Michael Walker: In terms of conceptual taxonomies, in English or US law you just cannot subsume partnerships under companies/corporations.
1 hr

neutral  Adrian MM. (X): 'In BE, "companies" does not subsume partnerships' - wrong in accounting terms.
6 hrs

agree  Kieran McCann
18 hrs

agree  Marcus Malabad: Margaret and Tom, please no tit-for-tat disagreeing
22 hrs
  -> I plead not guilty. "Marks & Co" was both true and a joke. It may not have helped anyone else, but it was not inflammatory.
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