Asset-managing limited liability company

An asset-managing GmbH is a special form of GmbH. It is subject to the same rights and obligations as a GmbH. As the name suggests, the asset-managing GmbH serves in particular to manage and organize assets.

The asset-managing GmbH comprises two forms. The first is the contribution of private assets to the GmbH, for example through real estate, shares or other securities. In this case, the securities are invested in via the GmbH and the profits from the investments are also taxed via the GmbH, resulting in immense tax advantages compared to investing as a private individual.

Another form of asset-managing GmbH is the holding company. Here, shareholdings in other companies, e.g. KG, GmbH or AG, are combined within a parent company (holding company). This also results in tax advantages, as capital gains tax is not payable on the distribution of profits to companies that are combined in a holding company.

Contribution of private assets: save capital gains tax

With the help of an asset-managing GmbH, private individuals have the opportunity to apply mortal benefits to their private assets. This occurs, for example, when they invest in shares or securities. As a private individual, capital gains tax of 25% plus solidarity surcharge and church tax would be payable on gains from securities. However, if the securities are purchased via a GmbH and the profits are distributed to the GmbH, tax is only payable on 5% of the profit, the tax rate for this is then approx. 30%, resulting in total tax on the profits of 2%.

Another way for private individuals to save tax is to transfer real estate to the asset-managing GmbH. Excess rental income would normally be subject to income tax. However, if the real estate is transferred to an asset-managing GmbH, corporation tax applies, which is much lower than the personal tax rate for private individuals.

Avoiding capital gains tax with a holding company

The second form of asset-managing GmbH is the holding company. Here, various companies are organized hierarchically. A holding company therefore consists of a parent company and at least one or more subsidiaries. All investments that the parent company has in different subsidiaries are combined in a holding company and there is no capital gains tax on profit distribution.

Advantages of an asset-managing GmbH

The biggest advantage of an asset-managing GmbH is the tax savings. People with high private assets in particular can benefit from tax advantages.

There is also the advantage of easier inheritance to children or grandchildren through the company.

And last but not least, an asset-managing GmbH also protects the assets, as the division of the assets within the company into private and business assets means that the assets are independent. The company's losses ultimately only affect the company's assets and not the private assets of the shareholders. Conversely, the business assets remain unaffected by the losses of the individual shareholders.

Disadvantages of an asset-managing GmbH

A major disadvantage results primarily from the high formation costs of a GmbH as well as the ongoing costs for accounting and bookkeeping obligations. As a corporation, an asset-managing GmbH is subject to bookkeeping obligations, which means that there are annual basic costs for the annual financial statements and tax advice. In addition, the share capital must be contributed at the beginning of the formation and formation costs of €1,000 - €2,000 must be incurred. As a result, asset management via an asset-managing GmbH is only worthwhile for private assets in the six-figure range and above.

Furthermore, the contributed capital legally belongs to the GmbH, which means that as a private individual you must behave as an uninvolved person towards the GmbH, as otherwise the suspicion of hidden profit distributions or contributions could arise.

In summary, it can be said that the asset-managing GmbH offers a number of advantages, particularly from a tax perspective, but the formation should be carefully considered as it also involves high costs and effort.