Holding & Familienpool — structure, protect, transfer

A Holding is a participation company that holds shares in operating subsidiaries. It typically pays off from a company value of 1 to 2 million EUR or with several participations, because dividends are 95 percent tax-free (§ 8b KStG) and the wealth can be transferred across generations in a structured way.

A Familienpool is most often structured as GmbH & Co. KG — a partnership with limited liability. It bundles family wealth, creates governance across generations and can be designed Pflichtteil-sensitively. Compared to a Holding it is more flexible at bundling wealth beyond pure participations (e.g. real estate).

When transferring operating assets, a relief discount of 85 percent (regular relief) or 100 percent (option relief) can be granted — provided the minimum payroll and the holding period are met. For transfers above 26 million EUR per acquirer, the Verschonungsbedarfsprüfung (need test) under § 28a ErbStG additionally applies.

When a person subject to unlimited German tax with at least 1 percent participation in a corporation relocates abroad — even within the EU. Since 2022 the unlimited deferral of the Wegzugsteuer for EU departures has been abolished. Hidden reserves are taxed fictitiously.

10 years before the planned handover is standard. The holding periods of § 13a/13b ErbStG run 5 or 7 years. Structural measures such as Holding formation or Familienpool take 1 to 3 years. Anyone starting at 60 still has all options — anyone starting at 70 is usually limited to damage control.

The GmbH & Co. KG is standard: the general partner GmbH absorbs liability, the family are limited partners (Kommanditisten, liability-limited). Advantages: partnership taxation (no Schachtelprivileg needed), flexible profit allocation, simple change of partners. Alternative for pure participations: Familienpool as a pure GmbH.

Pure formation: 3,000 to 8,000 EUR (notary plus advisory). Tax restructuring — e.g. § 20 UmwStG for book-value transfer — runs 10,000 to 30,000 EUR. For larger estates or cross-border structures, advisory fees can reach 50,000 to 100,000 EUR. ROI pays off from estates of 2 million EUR.

Directly, not at all — Holding shares are estate assets like any other. BUT: combined with Pflichtteilsverzicht (§ 2346 BGB) and a 10-year Schenkung strategy (§ 2325 BGB), Pflichtteil claims can be substantially reduced. The Holding structures the wealth, the Pflichtteil protection comes from the civil-law arrangements.