date | theme

15.06.2019 | Division of operations: Requirements – Legal consequences – Avoidance

17.06.2019 | Legal consequences in the split of operations

19.06.2019 | Personal interdependence: domination – groups of people – relatives

21.06.2019 | The material interdependence in the split operation

24.06.2019 | The minority shareholder at Besitz-GbR

27.06.2019 | The Wiesbaden model: Avoiding the division of companies with spouses (this contribution)

With the Wiesbadener model you can avoid the division of operations in advance. In this case, one spouse joins the operating company while the other spouse holds a participation in the holding company. This avoids that both societies are guided by an equal will. However, the Wiesbaden model, in the event of a divorce or the death of one of the spouses, can lead to complications up to the division of the company.

In the video we show you various strategies to avoid a division of operations in advance, as well as in retrospect or to consciously maintain it.

1st sequence of the Wiesbaden model

The so-called Wiesbaden model is a design in which one spouse participates in the ownership company and the other in the operating company. As can be seen from the article on personal entanglement, in the case of spouses, similar interests can no longer be readily assumed. The Wiesbaden model thus makes it possible to avoid operating splitting. [56] This is also the case if one of the spouses is not expert, and the other spouse actually controls both companies. In order to avoid with certainty the assumption of the same interests, the property spheres of the spouses should be clearly presented, for example, by the agreement on the separation of property. [] 57]

However, in the case of a donation which is freely revocable, or if the other spouse has granted a purchase right which can be exercised at any time with regard to the shares in the Betriebs-GmbH in notarial form, the division of the business is to be accepted. In these constructions, the financial administration assumes a human connection due to de facto control. [] 58]

However, the Wiesbaden model is not an optimal design for avoiding operational splitting, as it is very susceptible to failure. In the case of a divorce of the spouses, this model leads to problems in the property dispute. There is also a problem with the death of one of the spouses. Before the succession occurs, a corresponding final decision must be made, which a person other than the spouse as heir to the shares of the company. If the spouse is designated as heir, the conditions for the division of the business are fulfilled from then on. However, it is questionable in the Wiesbaden model whether the tax saving effect achieved outweighs the considerable risks and dangers under civil law. Without the tax considerations, there would be no reason to recommend such a design. [] 59]