If there is good cause in the person of a limited partner that makes the continuation of the partnership relationship unreasonable for the other partners, the other partners may exclude this partner from the partnership. The resolution on the exclusion provided for in the articles of association does not have to be passed immediately. The judgment of the Higher Regional Court of Hamm (judgment of 1.3.2023 – 8 U 48/22) deals in an exemplary manner with the question of the conditions under which waiting by the shareholders entitled to exclusion is justified and does not refute the assumption of the existence of good cause or unreasonableness.

In its ruling dated 9 November 2023 (case no. IV R 9/21), the BFH decided on the taxation of so-called earn-out payments that these purchase price components are (only) taxable as subsequent business income at the time of receipt. This raises the further question of whether the agreement of earn-out payments as a whole jeopardizes the advantageous taxation of sale gains in accordance with § 34 para. 3 German Income Tax Act (EStG).