Foundation, holding company, GmbH & Co. KG and exit planning as one project.

Client benefit

Concrete client benefits.

• Gain retention and reinvestment can be aligned with a holding model instead of private distributions.
• The partnership can support business succession, operating substance and family governance.
• The foundation layer clarifies control, beneficiaries, long-term wealth binding and conflict prevention.
• Relocation is tested before entities are formed, including exit tax, place of management and substance.
• Kanzlei Meyers & Partner AG coordinates tax analysis, formation steps, bank file and ongoing administration as one project.

Tax classification.

Every step can create a tax event. A contribution at book value, a share swap, a foundation transfer or a later relocation must be modelled before signatures are made.

• German Reorganisation Tax Act for contributions and share swaps.
• Seven-year blocking periods and monitoring after certain reorganisation steps.
• German corporate participation exemption for dividends and capital gains where applicable.
• German exit tax, hidden reserves, deemed disposals and place of effective management.
• Anti-abuse, documentation and non-tax business reasons.

Ongoing taxation and administration.

After formation, the structure needs annual records, resolutions, intercompany agreements, tax returns, bank documentation and a clear distribution policy.

• Dividend and reinvestment policy between operating company, holding, partnership and foundation.
• Arm's-length intercompany services, loans and management fees.
• Separate governance for foundation bodies and company bodies.
• Annual review of blocking periods, ownership changes and residence risks.

Set-up and implementation process.

• Open a data room for corporate documents, accounts, acquisition costs, hidden reserves and family objectives.
• Design target chart and compare alternatives before forming entities.
• Prepare tax sequence with book value logic and blocking-period monitoring.
• Coordinate notary, foundation instruments, bank file and accounting set-up.
• Document annual duties and decision-making after launch.

Typical mistakes.

• A holding is formed before the share-swap and book-value logic are checked.
• The partnership has no genuine commercial function or substance.
• Foundation assets are transferred without gift tax, exit tax and beneficiary analysis.
• Banking and KYC are prepared only after the structure already exists.
• Relocation is planned after hidden reserves have already been trapped.

What Kanzlei Meyers & Partner AG delivers.

• Target chart with tax sequence and implementation phases.
• Tax calculation for contribution, dividend, sale, foundation transfer and relocation.
• Book-value and blocking-period roadmap.
• Foundation, notary and company formation checklist.
• KYC and substance file for banks and advisors.
• Annual duties and deadline calendar.

Documents for the first review.

• Current corporate chart and articles of association.
• Financial statements, tax assessments and acquisition costs.
• Asset overview, hidden reserves and intercompany loans.
• Residence and relocation plan.
• Family objectives, beneficiaries and governance wishes.
• Bank and debt documentation.

Result of the initial consultation.

The first review ends with a documented decision file: target structure, tax assumptions, exclusion points, implementation sequence, document list and clear next steps.

• Decision matrix with recommended structure and rejected alternatives.
• Tax and compliance workstream with open points, deadlines and responsible parties.
• Implementation plan for entity formation, banking, governance and ongoing administration.

Legal position and limits.

No tax neutrality, exit-tax exemption or inheritance-tax benefit is promised without individual review. German and foreign tax law, anti-abuse rules, place of management and bankability must be checked for the specific facts.

Frequently asked questions.

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