Merger GmbH
November 30, 2012 | 35,00 EUR | answered by Wirtschaftsprüfer André Hintz
As the sole shareholder and managing director of two single-member GmbHs in the real estate industry, both based in Bavaria - I want to terminate the activity of one of the GmbHs. Each GmbH has a paid-in share capital of 25,000 euros, the GmbH to be transferred no longer has any significant fixed assets and only liabilities to the shareholders.
Since the liquidation of the GmbH is time-consuming and costly, I am considering whether a merger of the GmbH with the other active GmbH would be a possible alternative? Can you tell me if the costs of the merger (notary, tax advisor, registry court, corporation tax) are cheaper compared to liquidation? There will be no merger report and examination, and no consideration is planned for the transfer.
Dear inquirer,
I would like to answer your question within the scope of an initial consultation and your fee commitment, in accordance with the rules of the online portal. My response is based on the situation you have described.
The costs of a merger for a tax consultant essentially depend on their hourly rate, with costs for a simple merger ranging from 3 to 5 daily rates.
The costs also depend, for example, on the choice of the merger timing. This can be up to 8 months prior.
A closing balance sheet must be prepared for the merger. In order to avoid this additional balance sheet, mergers are regularly carried out within the first 8 months after the last balance sheet date, so that this balance sheet can be used.
Furthermore, you only need to submit the corporate tax return for the last year, with the new current year being assessed directly together with the merging company. (These costs, if you have hired a tax consultant, are incurred regardless of the merger), but you save yourself from any further corporate tax returns.
The exception is the VAT return, which must be submitted for the last time at the time of the merger completion, i.e. costs will be incurred for the new current year if you hire a tax consultant for this.
I cannot provide a definitive answer regarding the costs of the notary. However, it can be estimated that the costs will be in the low to mid three-digit range. Similarly, costs for register entries can be expected to be in the low three-digit range.
The advantage of a merger is the time saved, as there are waiting periods in liquidation. During these waiting periods, you still have to prepare and submit tax returns and financial statements, or publish them. If you do not do this independently, costs would be incurred, which you save with the merger.
Additionally, you need to publish three times that you intend to liquidate the company, so costs will also be incurred here.
In addition, you need the consent of the tax office for the liquidation. There may also be a tax audit scheduled, so additional costs may be incurred for this.
I hope my explanations have been helpful to you and remain
Yours sincerely
André Hintz
Tax consultant
Steuerberatung@andrehintz.de
