It often turns out in practice that the originally chosen legal form of a corporation is hardly tax-advantageous. Therefore, many companies decide to continue their business in the legal form of a sole proprietorship or partnership. This often raises the question of whether it is cheaper overall to sell the GmbH shares as a share deal or the operation as part of an asset deal due to high hidden reserves. Due to the differences of interest between buyer and seller, the change of form into a company is the perfect solution. However, in the case of conversion with subsequent disposal of the co-entrepreneur shares, a trade tax peculiarity must be observed. This is because a blocking period of five years applies to trade tax.
A change of legal form from a GmbH to a partnership can be advantageous for various reasons. The main advantages include, for example:
This article does not replace tax or legal advice in an individual case. Facts, current law, jurisdiction, documentation and implementation remain decisive.