Tax-neutral merger of 2 GmbHs
I am the sole shareholder of two GmbH's.
GmbH 1 is to be merged into GmbH 2. I hold the shares in my personal assets. GmbH 1 no longer has any business operations. There are no carryforward losses. Due to its previous business operations, an intangible company value arises according to the Bewertungsgesetz, which should under no circumstances be uncovered. The main asset of both GmbH's is a loan receivable from me, their shareholder. There have been no depreciations - also no inventory, no business equipment, etc. The fiscal year for both GmbH's is the calendar year. The share capital is fully paid in each case.
The merger should be carried out in such a way that neither the GmbH's nor myself as a shareholder incur any tax disadvantages. The legal side is being handled by a notary, this is only about tax questions.
No purchase price will be paid in the merger. Both GmbH's are subject to taxation in Germany.
Question 1: If I carry out such a sideways merger, will there be any tax disadvantages for me?
Question 2: GmbH 2 continues the assets and liabilities of GmbH 1 at book values. Is that correct?
Question 3: What happens to the share capital of GmbH 1 (transferor)? Does it increase the share capital of GmbH 2 (acquiring entity)?
Question 4: Hidden reserves of GmbH 1 in the form of intangible company value are not to be uncovered. Correct?
Question 5: A profit related to the merger arises neither at GmbH 1, nor at GmbH 2, nor with me. Correct?
Question 6: Do I need to submit any applications to the tax office (e.g. application for book value continuation) or inform them in any other way?
Question 7: Would I make a capital gain here?
Question 8: Would it be advantageous to transfer GmbH 1 to GmbH 2 before the merger? It would then be an upwards merger instead of a sideways merger. What purchase price would be best to set here?
