Real estate transfer tax with UG Holding. Share deal or asset deal after July 1, 2021.
I, a commercial property dealer, sole proprietor, required to prepare financial statements (and with the closure of this business in accordance with §16 EStG in the tax assessment year 2021), founded three limited liability companies as the sole shareholder-director through a notarial deed on October 25, 2021. With the respective "holding" company purpose - quote
"Administration of existing and future investments as well as acting as a managing holding company. The company can engage in all business transactions that directly or indirectly serve the purpose of the company. It can in particular participate in other companies, even if they have a different business purpose, acquire them, establish them, take on management for such companies, as well as establish branches in Germany and abroad and conclude business contracts."
Two of them were registered in the commercial register of Leipzig (Saxony) on November 15, 2021, and one of them on December 8, 2021, in the commercial register of Lüneburg (Lower Saxony). The exemption according to § 181 BGB applies in each case.
All three companies were inactive except for their mere founding process and the opening of a business account until the notarizations of real estate purchase agreements on December 14, 2021
• one of the Leipzig companies acquired a building plot in Brandenburg (two parcels of land),
• the other Leipzig company acquired another "compound" building plot in Brandenburg (same location, three parcels of land with three purchase agreements from different sellers)
No land charge notices have been applied for yet, and the purchase prices for the aforementioned companies have not yet been claimed. Therefore, the companies could still be sold without the real estate being registered in their name as the owner. There is a high demand from potential buyers for both building plots, some of whom (e.g. lawyers) are even willing to acquire a company.
Capitalization of the companies to buy one more profitable "small" property (e.g. underground parking space, allotment garden, meadow, etc.) would be possible. There are options for restructuring with the sale of company shares to one of my two real estate trading companies operated since 2019 or 2020.
My retention of small stakes in the companies, usufruct, even granting of building rights, etc. would be feasible; the building plots are in high demand.
(How exactly) could the land transfer tax (6.5% in Brandenburg) potentially be avoided in the "sale of land" (or UG) to buyers who want to build a single-family house for their own use?
