Structuring catalogue

62 tax levers, at a glance.

Holding, director pay, exit tax, real estate, succession, payroll, investment, compliance – every structure shown with upside (green), pitfalls (red) and advisory depth. Filter by your area, click through, and bring two or three into the strategy call.

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62 structures
8 areas · 3 complexity tiers
Direct from real mandates

62Structures from the acquisition brief

8Areas – from holding to compliance

Structuring catalogue

What we actually build for you.

Every card represents a real structure we implement for comparable mandates. Green is the upside, red is the pitfall – so you see where the lever sits and what we need to safeguard.

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P01Highly complex

Holding setup & restructuring

For whom: GmbH directors with profit ≥ €100k

Upside

Park dividends almost tax-free (1.54%) in a holding

Pitfalls

7-year lock-up under §22 UmwStG
Real-estate transfer tax on property
Ongoing administration cost

P04Highly complex

Operational split (Betriebsaufspaltung)

For whom: GmbH directors with real estate + operating business

Upside

Avoid the trap – or use the split deliberately

Pitfalls

Personal and asset interlocking
Forced commercial classification
Withdrawal complications

P02Demanding

Choosing & changing legal form

For whom: Sole traders, partnerships → GmbH

Upside

Save up to €50k/year via the GmbH wrapper

Pitfalls

Trade-tax trap for professionals
Contribution lock-up
Loss carry-forward does not transfer

P14Highly complex

Tax-neutral contribution under §20 UmwStG

For whom: Sole traders, partnerships

Upside

Move into a GmbH structure tax-neutrally

Pitfalls

7-year lock-up
Real-estate transfer tax risk
Book-value election deadline

P12Highly complex

Liquidation & conversion

For whom: GmbHs going through structural change

Upside

Preserve hidden reserves during structural change

Pitfalls

Lock-up under §6 (5) EStG
Loss carry-forward is forfeited
Loss of professional-services privilege

P23Highly complex

Tax group (Organschaft)

For whom: Holding + subsidiary GmbH

Upside

Offset subsidiary losses against parent profits immediately

Pitfalls

Breaking the profit-transfer agreement voids 5 years retroactively
Minimum compensation payment required
5-year minimum term

P50Highly complex

Spin-off & demerger

For whom: GmbH directors with multiple business lines

Upside

Cleanly separate risk and assets, tax-neutrally

Pitfalls

Real-estate transfer tax trap
UmwStG lock-up periods
Creditor protection under §133 UmwG

P28Highly complex

Election to GmbH taxation under §1a KStG

For whom: Partnerships with high profits

Upside

GmbH-style taxation without changing legal form

Pitfalls

Reversing the election triggers hidden reserves
No real GmbH liability shield
Partner changes are complex

P03Demanding

Director pay optimisation

For whom: Controlling GmbH directors

Upside

Save €5–30k/year via the right pay mix

Pitfalls

Arm's-length comparison
Resolution required before year start
Hidden-distribution trap on retroactive top-ups

P05Demanding

Hidden-distribution audit (vGA)

For whom: All GmbH directors

Upside

Remove €5–50k of risk from day-to-day practice

Pitfalls

No retroactive cure
Stricter rules for controlling directors
Tax auditors' favourite topic

P11Highly complex

Director pension commitment (direct promise)

For whom: GmbH directors

Upside

Provision is deductible now; tax only on pay-out

Pitfalls

Excessive promises trigger hidden distributions
Earn-out period must be ≥10 years
Re-funding risk if interest rates move

P91Demanding

Bonus & advance profit allocation

For whom: GmbH directors

Upside

Flexible pay component – smooths the tax peak

Pitfalls

Resolution must be timed before year-end
Capped at 75% of annual surplus
Arm's-length comparison

P90Demanding

Retain vs. distribute profits

For whom: GmbH directors

Upside

Low corporate + trade tax instead of 45% income tax – interest benefit

Pitfalls

Later distribution still taxed at 26.375%
Liquidity locked in
No private loss offset

P33Established

Flat tax vs. partial-income procedure (§32d)

For whom: GmbH directors with ≥ 25% stake

Upside

Partial-income procedure saves up to €8k/year on large dividends

Pitfalls

Annual election required
Only beneficial if personal rate × 60% < 26.375%
Election binds for several years

P43Highly complex

Asset-holding GmbH ('piggy-bank GmbH')

For whom: GmbH directors with surplus liquidity

Upside

Tax capital gains at 1.54% instead of 26.375%

Pitfalls

§8b only from 10% participation
€2–5k/year running cost
No private speculation period

P46Demanding

Shareholder loans & financing

For whom: GmbH directors

Upside

Interest from the GmbH becomes capital income, not a hidden distribution

Pitfalls

Arm's-length rate mandatory
§8a KStG interest barrier
Over-collateralisation = hidden distribution

P67Highly complex

Exit tax on GmbH shares (§6 AStG)

For whom: GmbH directors planning to relocate

Upside

Defer or avoid tax on unrealised gains

Pitfalls

Immediate taxation of hidden reserves
EU deferral vs. third-country rules
7-year lock-up

P13Highly complex

Exit tax planning (§6 AStG)

For whom: Emigrants with > 1% GmbH stake

Upside

Minimise up to €500k of exit tax through timing

Pitfalls

Extended limited tax liability for 10 years
Sham-residence risk
Common Reporting Standard exposure

P42Highly complex

IP box / licensing structure (abroad)

For whom: Tech/IT/SaaS GmbHs with proprietary IP

Upside

Effective tax on IP income of 2.5–9% instead of 30%

Pitfalls

Nexus substance requirements
CFC rules under §7 AStG
BEPS exposure

P65Highly complex

Transfer pricing

For whom: GmbHs with foreign subsidiaries / stakes

Upside

Shift profits legally to lower-tax jurisdictions

Pitfalls

Documentation duty under §90 (3) AO
Penalty surcharge
Permanent-establishment risk

P24Highly complex

Tax-treaty optimisation

For whom: Directors with cross-border activity

Upside

Avoid double taxation, reduce withholding

Pitfalls

Exemption vs. credit method
Activity clauses
Treaty-abuse rules under §50d EStG

P98Highly complex

Severance with cross-border element

For whom: Directors relocating abroad

Upside

~€9,350 saved via treaty allocation

Pitfalls

Source-state vs. activity-state principle
Residence-change timing
Treaty gaps

P08Highly complex

Property GmbH vs. private ownership

For whom: Directors with 3+ properties

Upside

Save €10–80k/year via the GmbH wrapper

Pitfalls

No speculation period inside a GmbH
Real-estate transfer tax on contribution
10-year lock-up

P27Highly complex

Extended trade-tax reduction (§9 No. 1 sentence 2)

For whom: Pure-administration property GmbHs

Upside

Trade tax to zero – ~€44k/year saved at €300k profit

Pitfalls

ANY commercial side activity destroys the reduction
PV > 30 kWp is harmful
Operating fixtures count

P18Demanding

Usufruct structuring

For whom: Directors with property + succession plans

Upside

Slash the gift value, keep the rent

Pitfalls

Depreciation moves to the new owner
Usufruct in favour of children is complex
Maintenance must be contractually regulated

P35Demanding

Heritage-property depreciation (§7i/7h)

For whom: Director-investors, privately (rented out)

Upside

Write off 100% of the renovation cost over 12 years – then sell tax-free after 10 years without repaying the depreciation

Pitfalls

Sign-off from the heritage authority before construction starts – otherwise €0
Only the renovation share qualifies, not the purchase price of the old fabric
Owner-occupation caps it at 90% (§10f) – full effect only when rented out

P57Highly complex

§6b reserve on property sales

For whom: GmbHs selling property

Upside

Reinvest hidden reserves tax-neutrally

Pitfalls

4-year reinvestment window
Business assets only
≥ 6-year holding period for land

P120Highly complex

Share deal: real-estate transfer tax to zero

For whom: Directors acquiring large objects (from ~€3m) via a share purchase

Upside

Transfer tax disappears entirely – on a €3m object, €105–195k depending on the federal state

Pitfalls

Since 2021 (§1 (2b) GrEStG): the seller must keep ≥ 10.1% – for 10 years
No depreciation step-up: old book values carry on; price in the deferred taxes
You buy the GmbH's entire history → due diligence is mandatory

P16Demanding

Spousal swing on property

For whom: Directors with a spouse

Upside

Depreciation jumps to today's market value – tax-free, no transfer tax

Pitfalls

The 10-year period of §23 EStG must have expired
The purchase price must actually flow (arm's-length)
The speculation period restarts for the spouse

P133Demanding

Heritage property from a developer

For whom: Director-investors privately, without their own building project

Upside

Write off 100% of the renovation share – the bigger the object, the bigger the lever

Pitfalls

Only renovation AFTER the purchase contract counts
The tax benefit is often priced into the purchase price
Certificate only issued after completion – plan for lead time

P06Demanding

Wealth succession planning

For whom: Directors with family / wealth

Upside

Save €50–500k of inheritance tax through early planning

Pitfalls

Compulsory-share risk
Plan a 10-year rhythm
Gift vs. will trade-off

P88Highly complex

Inheritance tax on business assets (§13a/13b)

For whom: Family businesses with a GmbH

Upside

85–100% exemption on GmbH shares possible

Pitfalls

Only for stakes > 25% – otherwise a pooling agreement is required
Payroll test + holding period of 5/7 years
At 90% administrative assets, the relief disappears entirely

P17Demanding

Chain gifting

For whom: Wealthy director families

Upside

Save up to €200k by doubling the allowance

Pitfalls

The intermediary must be free to dispose – no obligation to pass on
Two separate deeds, with time in between
§42 AO if there is an overall plan

P104Demanding

Allowances on a 10-year cycle

For whom: Families holding GmbH shares

Upside

Allowances renew every decade – double the amount tax-free over 20 years

Pitfalls

Period starts on the gift date
Value fluctuation risk
Documentation for the tax office

P26Highly complex

Marital property regime swing

For whom: Director couples with wealth

Upside

Equalise the marital gain tax-free – with no cap on the amount (§5 ErbStG)

Pitfalls

Two notary appointments
Actual gain transfer required
§42 AO – generally upheld by the BFH

P64Highly complex

Family pool / family limited partnership

For whom: Directors with several children

Upside

Pool GmbH shares, capture valuation discounts

Pitfalls

Minor children require a supplementary guardian
Co-entrepreneurship classification risk
Net-wealth-tax exposure

P63Highly complex

Succession via MBO / MBI

For whom: Directors with exit ambition

Upside

Exit via a holding: 95% of the sale proceeds tax-free (§8b KStG)

Pitfalls

The holding needs lead time: 7-year lock-up after a roll-in
Earn-out clauses are complex for tax
Valuation disputes with the tax office

P87Highly complex

Business sale under §16/§34 EStG

For whom: Sole traders & KG partners 55+

Upside

Half the tax rate plus €45k allowance on the sale gain

Pitfalls

Once-in-a-lifetime relief
Capped at €5m – full rate above that
Retained equity treated separately

P107Demanding

Optimising the 'Berlin will' for tax

For whom: Director couples

Upside

Avoid wasting the allowance at the first death

Pitfalls

Binding effect for survivor
Compulsory shares of children at first death
Income tax on business assets in the estate

P127Established

Tax-free employer benefits 2026

For whom: Directors acting as employer

Upside

A €300 gross pay rise costs €360 – an equivalent benefit costs €300

Pitfalls

Additionality test must be met
Cash conversion is disqualifying
Payroll-tax audit exposure

P102Demanding

Net pay optimisation (full package)

For whom: Directors and all employees

Upside

Employer saves ~21% social charges on every optimised euro

Pitfalls

Combination pitfalls
Salary conversion vs. on-top
Payroll-account documentation duty

P36Established

Non-cash benefits & €50 monthly threshold

For whom: All GmbHs as employer

Upside

€600/employee/year tax-free – at 10 employees, €6k saved

Pitfalls

No cash equivalents
Strict voucher rules under §8 EStG
Must be paid in addition to salary

P103Established

Company bicycle (Jobrad) – tax-optimal

For whom: Directors + employees

Upside

~€500/employee/year net benefit via the 0.25% e-bike rule

Pitfalls

Transfer after lease end is taxable
Salary conversion triggers social charges
Logbook requirement

P15Demanding

Company-car optimisation

For whom: GmbH directors

Upside

€2–8k/year via the 0.25% EV rule or a logbook

Pitfalls

1% rule penalises combustion vehicles
Strict logbook requirements
Intense scrutiny in tax audits

P92Demanding

Occupational pension routes

For whom: Directors and key employees

Upside

€3,216/year tax-free + €1,800 flat via direct insurance

Pitfalls

Route choice locks in long-term
Vesting rules
Insolvency protection via PSVaG

P52Highly complex

Employee participation (ESOP / VSOP)

For whom: Tech / IT GmbHs with key employees

Upside

Retain talent without cash outflow – §19a EStG relief

Pitfalls

§19a available only for small companies
Dry-income risk with classic ESOP
Exit-event valuation

P55Established

Net-pay optimisation – salary extras (detail)

For whom: GmbHs with staff

Upside

Internet, phone, kindergarten subsidy tax-free

Pitfalls

Documentation duties
Choice of flat-rate taxation under §40 EStG
Combination limits

P09Established

Investment deduction (§7g)

For whom: GmbH / sole traders, profit ≤ €200k

Upside

€5–30k tax benefit by front-loading depreciation

Pitfalls

3-year investment window
Reversal + interest if not invested
Business-assets ceiling

P32Established

Declining-balance depreciation (§7 (2) EStG)

For whom: GmbHs investing through 2028

Upside

€5–20k liquidity benefit via faster depreciation

Pitfalls

Movable assets only
Time the switch to straight-line
Does not apply to buildings

P125Demanding

Using the Growth Opportunities Act 2024/2026

For whom: GmbH directors

Upside

5% declining building depreciation + €1,000 pooled assets

Pitfalls

Time-limited rules
Check combination with §7g deduction
Application deadlines

P29Demanding

R&D allowance (FZulG)

For whom: Tech / IT / engineering GmbHs

Upside

€25–250k/year as a real cash refund

Pitfalls

BSFZ certificate must precede the claim
Wage documentation
Contract research limited

P10Demanding

Retained-earnings relief (§34a EStG)

For whom: Partnerships / sole traders with high profit

Upside

28.25% instead of 45% income tax on retained profit

Pitfalls

Catch-up taxation on withdrawal
Total ~48% if later distributed
Most-beneficial comparison required

P108Highly complex

Extended trade-tax reduction (detail view)

For whom: Property GmbHs inside a holding

Upside

Trade tax to zero on rental profits with a clean structure

Pitfalls

Strict exclusivity rule
Dividends from stakes are harmful
Current BFH case law moving

P109Demanding

Trade-tax rate arbitrage

For whom: GmbHs with flexible seat

Upside

€10–15k/year via municipality choice

Pitfalls

Permanent establishment must be real
Sham relocation under §42 AO
Tax apportionment across PEs

P83Demanding

Optimising provisions

For whom: Balance-sheet GmbHs

Upside

Defer tax via correctly booked provisions

Pitfalls

Provision prohibitions under §5 EStG
Mandatory discounting (§6a)
A favourite target of tax audits

P07Demanding

Tax-audit preparation

For whom: All GmbHs with revenue ≥ €1M

Upside

Avoid five-figure back-tax through proactivity

Pitfalls

GmbHs above €1M revenue are audited regularly
Documentation gaps are costly
Run a hidden-distribution check first

P123Demanding

Tax-audit strategy & defence

For whom: Directors in an active audit

Upside

€30k+ swing through professional negotiation

Pitfalls

Don't accept estimation powers without challenge
File an appeal in parallel
Risk of worse outcome (§367 AO)

P122Demanding

Binding ruling (§89 AO) – the shield

For whom: Directors planning a structure

Upside

Legal certainty before execution – no audit risk afterwards

Pitfalls

Fee scales with the disputed amount
Office may refuse if facts are unclear
No retroactive effect

P124Highly complex

Voluntary disclosure (§371 AO)

For whom: Directors with legacy issues

Upside

Immunity from prosecution upon full disclosure

Pitfalls

Audit notification blocks the relief
Incomplete disclosure = no relief
5% surcharge

P39Highly complex

Voluntary disclosure – execution

For whom: Clients needing to amend filings

Upside

Immunity protects the company and its reputation

Pitfalls

All tax types and all open years
Back-tax + 6% interest + surcharge
Tight timing

P70Demanding

Appeal & tax-court procedure

For whom: Directors facing contested assessments

Upside

Assessments are challengeable – mind the worse-outcome risk

Pitfalls

One-month deadline
Worse-outcome risk under §367 (2) AO
Suspension of enforcement must be filed separately

P114Established

Implementing the e-invoicing duty 2025/2026

For whom: All B2B GmbHs

Upside

Avoid fines and audit exposure from non-compliance

Pitfalls

Transition period running
XRechnung / ZUGFeRD formats
Archiving duty

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