Set up a tax-optimised holding company with a usable tax file.

Client benefit

Concrete client benefits.

• Dividends and sale proceeds may remain in a corporate reinvestment environment where conditions are met.
• The client avoids forming a holding after a sale process has already started too late.
• Share transfer, contribution and blocking-period issues are clarified before the notary appointment.
• The holding can be connected to family-pool, foundation or exit planning.
• Kanzlei Meyers & Partner AG delivers formation, tax sequence and monitoring as one file.

Tax classification.

German holding taxation can benefit from the participation exemption for dividends and capital gains, but contribution steps, trade tax, blocking periods and anti-abuse rules must be reviewed.

• Section 8b KStG for dividends and share disposals.
• Share swap and contribution rules under the Reorganisation Tax Act.
• Blocking periods and harmful disposals.
• Trade tax, financing and expense allocation.
• International CFC, substance and treaty issues where foreign elements exist.

Ongoing holding administration.

The holding needs accounting, shareholder decisions, intercompany agreements, tax filings, investment records and monitoring of blocking periods.

• Dividend and reinvestment decisions.
• Loan, management and service agreements.
• Tax filings and participation records.
• Blocking-period calendar after reorganisations.

Set-up and implementation process.

• Review current shares, acquisition costs and sale plans.
• Select transfer route and holding form.
• Prepare tax memo and formation documents.
• Coordinate notary, tax registrations and bank onboarding.
• Set up accounting and annual monitoring.

Typical mistakes.

• Holding is formed but shares are not transferred correctly.
• A sale is negotiated before contribution timing is checked.
• Blocking-period risks are ignored.
• Private expenses or mixed purposes contaminate the holding.
• Foreign holding substance is insufficient.

What Kanzlei Meyers & Partner AG delivers.

• Holding route and tax-effect memo.
• Share transfer and notary checklist.
• Dividend and sale scenario calculation.
• Blocking-period and compliance calendar.
• Intercompany agreement checklist.
• Banking and accounting set-up support.

Documents for the first review.

• Shareholder and participation list.
• Articles, shareholder agreements and cap table.
• Acquisition costs and valuation information.
• Financial statements and tax assessments.
• Planned sale, dividend or reinvestment strategy.
• Family and succession objectives.

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.

A holding company does not automatically save tax. The benefit depends on shareholding, timing, law, expenses, trade tax and future transaction facts.

Frequently asked questions.

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