Hofmann & Fertig advises the partners of two medium sized partnerships each operating in the legal form of a GmbH & Co. KG in relation to all tax related issues regarding the structuring and simplification of operations (German legal entity simplification). Both partnerships were active in the trade of natural stones.
One partner held all interest in a profitable GmbH & Co. KG. This partner together with two other partners held all interest in a loss-making GmbH & Co. KG. The new interest ratios at the absorbing partnership were determined on the basis of the fair market values of their previous interests, so that the interest ratios remained unchanged. Due to the adjustment of the capital accounts of the partners no built-in gains were transferred from one partner to another.
The reorganization was executed in a tax neutral manner pursuant to sec. 24 German Reorganization Tax Act. Further trade tax losses and negative capital accounts of the partners available prior to the reorganization were still available for tax purposes afterwards. Following the tax neutral contribution of the transferring partnership into the absorbing partnership, the general partner (Komplementär) resigned on which basis the transferring partnership collapsed and all of its assets and liabilities were transferred to the absorbing entity.