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Reorganisation.
BR Partner structures reorganisations for tax purposes: change of legal form, merger, demerger, contribution and share exchange, in many cases tax-neutral under German reorganisation tax law. At company and shareholder level, with blocking periods and the next step in view.
What we take care of in reorganisations.
Change of legal form
When the legal form no longer fits the company's reality: switching between partnership and corporation, guided for tax and, as far as possible, tax-neutral.
Merger & demerger
Combining companies or separating business lines: to prepare a sale, to ring-fence risk or to simplify structures that have grown over time.
Contribution & share exchange
Setting up a holding retrospectively or reordering shareholdings: usually possible tax-neutrally, but often tied to blocking periods that we plan for from the start.
Group structures
Simplifying chains of shareholdings, reviewing tax groups, adapting structures to growth or internationalisation, also cross-border.
Blocking-period management
Reorganisations have after-effects: we monitor ongoing blocking and holding periods so that later steps do not retroactively endanger tax neutrality.
Other types of tax
Reorganisations affect more than income tax. We consider real estate transfer tax, VAT and inheritance and gift tax from the outset, so that no unexpected burdens arise anywhere.
Working with lawyers
Reorganisations are also demanding in civil, corporate and notarial terms. We work closely with your lawyers and notaries and take responsibility for the tax side.
Companies evolve. Structures stand still.
Many structures grew historically: right when they were created, a hindrance today. Whether sale, succession or expansion: major entrepreneurial decisions often start with making the structure movable.
We design reorganisations from the goal backwards: only when it is clear where the company wants to go do we decide on the path and choose the variant that is tax-optimal and does not block future steps. A reorganisation is often the first stage of a transaction or a succession.
Frequently asked questions about reorganisations.
Is a reorganisation always possible tax-neutrally?
Not always, but often: German reorganisation tax law allows tax-neutral conversions if its conditions are met. Careful preparation, valuation and compliance with the subsequent blocking periods are decisive.
What are blocking periods?
After many conversions, shares may not be sold, or only to a limited extent, for a certain time, depending on the case up to seven years; otherwise tax neutrality is partially revoked with retroactive effect. That is why we plan follow-up steps before the conversion.
Can I set up a holding retrospectively?
Yes, via contribution or share exchange, usually tax-neutral. The new structure is then tied to blocking periods. Anyone planning a sale should therefore structure as early as possible.
Is this worthwhile for smaller companies too?
Yes. Blocking periods and tax rates apply regardless of company size; especially before a succession or partial sale, the right structure is often the single biggest lever.
Let's talk about your next decision.
Your structure no longer fits your company? The best time to rebuild is before the next big step.
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