The transfer of a property basically requires a purchase contract between two parties. However, a so-called change of legal entity can also result from other legal reasons, such as a conversion according to the Conversion Act (UmwG). One of these conversions is the separation of parts of a company from another company. But when does real estate transfer tax apply in this outsourcing and when does it not?
1. separation and real estate transfer tax: The basic facts
According to § 1 (1) no. 3 sentence 1 GrEStG, the transfer of ownership of a plot of land is subject to real estate transfer tax even if no independent contract (such as a purchase contract) is concluded and no disposition is required. This is regularly the case for conversions. The property in the assets of the converted company is transferred to the new entity by way of individual or universal succession.
The spin-off constitutes a division according to § 1 (1) no. 2 UmwG. Assets of the previous entity are wholly or partially “redeemed” from it and transferred to another entity. This form of conversion is possible, for example, in
This article does not replace tax or legal advice in an individual case. Facts, current law, jurisdiction, documentation and implementation remain decisive.