Anyone who wants to optimize individual companies or partnerships for tax purposes quickly thinks of a holding structure. Because it combines several advantages in the one-time and ongoing taxation, causes comparatively low costs enables the long-term build-up of assets. A frequent fallacy is that the entrepreneur needs twice EUR 25,000 as share capital for the establishment of the structure – because in fact around EUR 12,500 is sufficient here.
Step 1: Establishment of the Holding GmbH at the notary
The share capital of a GmbH and thus also that of a Holding GmbH is always at least EUR 25,000. Although a higher, but no lower share capital (in the case of the AG: share capital) may thus be specified in the statutes of the company. In the case of the entrepreneur company (“Ein-Euro-GmbH”, UG), the share capital may also be less than EUR 25,000.
According to § 7 (2) sentence 2 GmbHG, however, registration of the GmbH with the commercial register is already possible and admissible if the shareholder has paid up at least half of the share capital. Relevant here is the minimum share capital within the meaning of § 5 (1) GmbHG.
The shareholder can therefore in principle already set up his GmbH with EUR 12,500, because only this amount he has to pay into the account of the company after conclusion of the notary contract.
Step 2: Founding of subsidiary GmbH with holding company
After the first notarization, the shareholder pays at least EUR 12,500 into the account of the holding company. He then submits the corresponding proof, for example the account statement or another confirmation of the bank, to the notary.
With the paid-in share capital, Holding-GmbH can now set up the subsidiary, because only EUR 12,500 is required for this. The paid-in share capital thus “migrates” from the holding company to the account of the subsidiary. If the corresponding proof is also available here, the notary can make the further necessary entries and applications, in particular in the commercial register.
The fact that the holding company still acts as a “GmbH in foundation (i.G.)” does not matter. Because even as such it is already capable of acting and can therefore conclude contracts in particular.
Attention: Avoid balance sheet over-indebtedness!
Although the path shown works with only EUR 12,500, founders should not forget the start-up costs themselves. They arise in all steps of the GmbH founding (statement contract, notary appointment, business account and commercial register as well as legal and tax advice).
In practice, the payment to the account of the holding or to the accounts of both companies should therefore be so high that the start-up costs are directly covered. If this were not done, it would be immediately after the foundation sometimes a balance sheet over-indebtedness (insolvency) of the GmbH.
This article does not replace tax or legal advice in an individual case. Facts, current law, jurisdiction, documentation and implementation remain decisive.