Reorganization law

Reorganizations are one of the core areas of our law firm; one could also say that they represent our hobbyhorse. Very exciting corporate law solutions can be achieved tax-free or tax-saving through reorganizations. Of course, this is always a massive, central need for all entrepreneurs, depending on the various solution requirements that exist in the background. Our relevant expertise in related tax law helps us a lot to develop and understand suitable solutions, especially multiple moves, together with tax advisors and auditors. Years of know-how and implemented measures enable us to prepare the relevant documents quickly, promptly and accurately. We have also secured complex reorganization steps in advance through appropriate framework agreements and implemented and successfully finalized them through reorganization plans for multiple trains. Below are some practical examples:

• Article I Reorganization Tax Act (UmgrStG): Mergers of corporations by way of universal succession are often used in structural simplifications, i.e. when individual companies are no longer necessary, or in restructuring mergers. Upstream restructuring mergers are protected by the judiciary; Side-stream mergers are also conceivable, but the capital preservation regulations must be adhered to. All processes are supported by universal succession under both civil and tax law.
• Article II Reorganization Tax Law: Conversions of corporations into partnerships often take place when the aim is to bring losses incurred in corporations into the sphere of the shareholders or when there is a lasting change in the earnings situation such that partnerships are the better solution for tax purposes. However, partnerships can also be exciting as subsidiaries of corporations because the income is then attributed to the partner (i.e. the corporation) anyway (keyword: KG group). All processes are supported by universal succession under both civil and tax law.
• Article III Reorganization Tax Law: represents the contribution of partnerships into corporations or the contribution of shares in partnerships or corporations into other corporations. This is the most common case of reorganization tax law and occurs very often when there are structural changes within a small or larger group of companies. This is particularly the case when companies become more profitable and the change to the legal form of a corporation is necessary for tax reasons. For tax purposes, the relevant processes are carried out by way of universal succession, but under civil law they are carried out by way of individual legal succession, so that the corresponding transfer modalities (land register, water register, trademark and patent register, physical transfer, etc.) must be observed for all transferred assets.
• Article IV Reorganization Tax Act: deals with the merger of partnerships. Very often Article IV is used in the formation of atypical silent partnerships; This is particularly true in the start-up sector when it comes to exploiting losses for tax purposes. But Article IV is also the right solution when new partners join existing partnership structures. For tax purposes, the relevant processes take place by way of universal succession, but under civil law they take place by way of individual legal succession, so that the corresponding transfer modalities (land register, water register, trademark and patent register, physical transfer, etc.) must be observed for all transferred assets.
• Article V Reorganization Tax Law: deals with the real division of partnerships, i.e. exactly the opposite path to Article IV. It is, so to speak, the counterpart to Article VI, which deals with the divisions of corporations. For tax purposes, the relevant processes take place by way of universal succession, but under civil law they take place by way of individual legal succession, so that the corresponding transfer modalities (land register, water register, trademark and patent register, physical transfer, etc.) must be observed for all transferred assets
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• Article VI Reorganization Tax Act: is the tax basis for transactions relating to the Demerger Act; all processes are subject to universal succession under both civil and tax law; Divisions can be carried out in a relationship-preserving or non-relationship-preserving manner, which offers a very wide range of applications for corporate law solutions (e.g. separation of shareholder groups, spin-off of investments to other shareholder groups or companies in the group and similar). It is important that, apart from simple investments, a partial tax operation is required for units to be spun off.