German Tax Advice
Restructuring
Tax-optimised target structures for growing corporate groups. We accompany changes of legal form, mergers and demergers on a tax-neutral basis and with careful contract review.
German Tax Advice
Tax-optimised target structures for growing corporate groups. We accompany changes of legal form, mergers and demergers on a tax-neutral basis and with careful contract review.
Companies evolve - and so do their structures. What was workable at the outset as a lean GmbH or partnership can become a burden after years of growth: in tax terms, organisationally or with regard to liability and succession.
We analyse your current corporate structure and develop with you a tax-optimised target structure - with an eye on tax burden, flexibility, liability separation and the eventual transfer to the next generation or an acquirer.
Your Expert
Tax Consultant
Master of Arts
A central objective of every restructuring is to avoid tax burdens. We show you how restructurings can be implemented on a tax-neutral basis.
With the correct structure, assets can be transferred at book value. Hidden reserves remain locked in from a tax perspective and are not taxed as a result of the restructuring - the essential prerequisites are the right applications, deadlines and valuation decisions.
Contributions, share exchanges and mergers can be structured on a tax-neutral basis. We check whether and how continuation of book values is secured and which lock-up periods must be observed, so that a later disposal is not subsequently taxed.
Where real estate is transferred, real estate transfer tax of considerable magnitude may become due. Through the group clause, share consolidation and holding periods this can be avoided in many cases - provided the structure is properly planned and documented in advance.
The practical implementation of a restructuring requires the highest level of care. Contractual documentation, contribution or merger transactions frequently carry tax risks in the detail.
We accompany you closely during this phase as well and review all draft contracts for potential tax pitfalls. After implementation we handle the statutory tax reporting obligations to the tax authorities on your behalf.
Analysis of the starting structure
Inventory of shareholdings, assets and hidden reserves
Development of the target structure
Tax-optimised, liability-safe and tailored to your objectives
Tax contract review
Contribution, merger and transfer agreements reviewed in detail
Coordination with notaries and lawyers
Close cooperation across civil law and tax law aspects
Effective dates and deadlines monitored
Retroactivity periods, lock-up and holding periods reliably observed
Tax reporting obligations
Notifications, applications and ongoing returns after implementation
Answers to the most important questions on tax advice for restructurings.
Your question not listed? Get in touch with usTypical triggers are growth and increasing complexity within the corporate group, changes in the shareholder structure, the acquisition of new businesses or shareholdings, preparations for succession or exit situations, and adjustment to new tax or legal framework conditions.
Yes, in many cases a tax-neutral implementation is possible - in particular without triggering hidden reserves, without unwanted income tax burdens and whilst avoiding real estate transfer tax. Which routes are open in a given case depends on the starting structure, the target picture and the timing of the plan.
Practical implementation requires the highest level of care. Contractual documentation, contribution or merger transactions frequently carry tax risks in the detail. We review all draft contracts for potential tax pitfalls and coordinate the implementation closely with notaries and lawyers.
This depends strongly on complexity and the parties involved. Smaller changes of legal form can be implemented within a few weeks; larger restructurings involving multiple companies, holding formation or cross-border matters often require several months of preparation. A realistic timetable that takes account of effective date rules and deadlines is essential.
Yes. We accompany you from the analysis of the starting structure through the development of the target structure to implementation and review all draft contracts from a tax perspective. After implementation we handle the statutory tax reporting obligations to the tax authorities on your behalf.
Whether a change of legal form, holding formation or succession planning - we analyse your structure and show you the most tax-efficient route to your target structure.