Due to the so-called exit tax, GmbH shareholders who move their residence abroad must tax the profit from a fictitious sale of their shares. However, clubs are exempt from this regulation, so they are potentially eligible for an avoidance of the exit tax. The main hurdle: Entrepreneurs can only set up an economic association if all other legal forms are unreasonable from the point of view of the competent authority. We therefore take a look at the extent to which this intended design can work in practice.
An association, sometimes called “club”, is by its nature an association of natural or legal persons for the pursuit of a common purpose. In addition to the “Idealverein” (registered association), which does not pursue economic main goals, there is the economic association (§ 22 BGB). He focuses on economic business operations, in particular the achievement of profits.
An economic association only acquires its legal capacity through state granting. However, such award may only take place if the possibility of founding an association is not restricted by other rules. Since, for example, GmbHs and stock companies are also economic associations in the broad sense of civil law, the corresponding laws (GmbHG and AktG) take precedence over § 22 BGB.
For reasons of creditor and member protection, entrepreneurs have to choose primarily one of these special forms of association. This principle leads to the conclusion that the establishment of an economic association is only possible if
This article does not replace tax or legal advice in an individual case. Facts, current law, jurisdiction, documentation and implementation remain decisive.