Resolution of a GbR
July 27, 2011 | 30,00 EUR | answered by Dr. Yanqiong Bolik
Hello,
I have a GbR (partnership) with two other partners. The company is being dissolved. However, the company will continue to exist as a sole proprietorship, as one of the partners does not deregister at the trade office. My question concerns the remaining stock of goods.
1. One of the partners takes over the goods. What are the tax implications for the company and personally?
2. None of the partners wants to take over the goods, as there may be tax disadvantages.
Thank you for your response.
Dear inquirer,
Thank you for your inquiry. Based on the information provided, I am happy to answer your question as part of an initial consultation taking into account your commitment and the rules of this platform. The response is based on the facts presented. Missing or incorrect information about the actual circumstances can influence the legal outcome.
According to your statement, the GbR is being dissolved. Following the dissolution of the GbR, the settlement (liquidation) takes place. If there are no further agreements, the legal regulations apply (§§ 732 ff., 741 ff. BGB). The settlement proceeds as follows:
1) The ongoing business of the GbR is to be wound up and the debts of the GbR are to be settled,
2) the shareholders are to be reimbursed for their contributions or compensated in value,
3) the items provided to the GbR for use are to be returned to the shareholders,
4) finally, the remaining assets of the GbR are to be distributed among the shareholders in proportion to their profit shares.
The company ceases to exist upon completion of the liquidation.
If a GbR operates a commercial business, the same rules that apply to other partnerships generally apply to the determination of income.
Fundamental for income determination is the provision of § 15 para. 1 no. 2 EStG. The result determined in point 1) is to be distributed among the shareholders in proportion to their profit shares and must be taken into account in the income tax assessment of the shareholders.
Points 2) - 4) involve a settlement by way of actual division, which generally falls within the scope of § 16 EStG.
- Taking over the goods by a shareholder could lead to an in-kind settlement for this shareholder.
- If no shareholder wants to take over the goods, then the goods must be sold as part of point 1).
The tax situation depends on the outcome of the entire settlement/actual division. In the case of a large inventory of goods and a potentially high liquidation profit, I recommend that you consult with a tax advisor to determine the most favorable arrangement for you.
Note:
- The income determined as the basis for income tax in this way is also relevant for the assessment of trade tax.
- If the GbR is also a separate tax entity for value-added tax purposes, the liquidation proceeds may also be subject to VAT.
I hope that this initial consultation and the overview provided based on your information have been helpful, and I am available for further questions and a personal discussion.
Sincerely,
Dr. Yanqiong Bolik
Tax consultant
Bildstöckle 6, 70567 Stuttgart
Email: info@zdbz.de
