• "A German foundation is the best solution," he said at the beginning, because you can transfer operative GmbHs (with a lot of business assets) into it virtually tax-neutrally.
  However, I then explained to him that this wouldn't work in my case, since I have a holding GmbH that in turn holds the operative GmbH. Since you can only transfer GmbHs into the foundation at the private level, I would have to transfer the holding GmbH, which has a lot of administrative assets (and not business assets). Therefore, a lot of gift tax would be incurred.
  Furthermore, one must hold at least 25% per company, which is not the case for all of my shareholdings.
  Thus it was clear that the German foundation is not an optimal solution here. Cool that he wanted to suggest something immediately, but a pity that he only understood my situation after further explanation.

• The German family foundation has certain advantages, among others it is possible (as mentioned above) to transfer operative GmbHs (provided you hold them privately and not via a holding) into it virtually tax-neutrally (keyword: needs test for tax exemption).
• On the other hand, it also has certain disadvantages: 26% capital gains tax is always incurred when taking money out of the foundation, regardless of where you live as a beneficiary (even outside Germany). In a Liechtenstein foundation, for example, only capital gains taxes at the place of residence apply, i.e., in Germany also 26%, but in other countries e.g. 0%.
• Furthermore, every 30 years the so-called substitute inheritance tax applies, in which the foundation virtually "dies" once and inheritance tax is incurred on the entire assets. Here too, the Liechtenstein foundation is advantageous as it has no substitute inheritance tax.
• The German foundation pays 15% corporate tax on profits, with an allowance of €5k. This is less than e.g. a GmbH (30%), since the foundation pays no trade tax. At the same time, however, more than the Liechtenstein foundation, which pays 0%.
• The Liechtenstein foundation pays approx. €10k / year in administrative fees (e.g. for the trustee); the German foundation is significantly cheaper, as among other things, you do not need a trustee.

• His first reaction to the GmbH & Co. KG for the German exit tax: "Very difficult!" because it must be commercially active. I then said that I could demonstrate this by simply having the GmbH & Co. KG provide services to the operative GmbH beneath it. Then again he said "oh, well then that works" (😂). Exciting that it is so "simple"!
• His next reaction was that the GmbH & Co. KG could actually be the best solution for my situation (😂). The following aspects need to be considered:
• You need a German managing director - can also be someone from the family.
• You have to be "commercially active," i.e., sell things. You could e.g. also rent out software and software infrastructure (hosting) etc., that would all work.
• You can simply transfer your private GmbH shareholdings into the GmbH & Co. KG. This is possible on a tax-neutral basis. This is totally crazy, I didn't know that - this makes the GmbH & Co. KG extremely advantageous, as there is hardly any other model where you can simply transfer GmbH shareholdings into the new structure!
  The GmbH shareholdings are transferred at book value (so typically €25k, which was the share capital), this is also generally advantageous as you don't have to value the GmbH beforehand (either with the simplified capitalized earnings method or an IDW S1 valuation).

• As soon as you have moved out of Germany: Then you could / should set up a company in another country where taxes are cheaper (e.g. the new place of residence or another country). All further entrepreneurial activities (new products, services, etc.) should then logically be started in the new foreign company and not in the German GmbH, that is more tax-advantageous.
  (Incidentally, one probably has to pay attention to the transfer of functions here, i.e., one should probably not simply relocate existing activities of the GmbH abroad, but only new activities)
• If you stay in Germany: Then it can make sense to set up a Liechtenstein foundation to also start the new entrepreneurial activities here. The idea would be that you then house new products, services etc. not in "your" existing German GmbH, but in a company that belongs to the Liechtenstein foundation (would that then also be a German GmbH? Exciting question).
  This way you circumvent to some extent the problem that it is difficult to transfer existing GmbHs into a Liechtenstein foundation. You would therefore continue to own the existing GmbHs privately, but build up new companies in the Liechtenstein foundation.
  The advantage of the Liechtenstein foundation here would be that no exit tax applies to its shareholdings and that you would be personally shielded to some extent if, for example, you were to be sued.
• The GmbH & Co. KG also has similar advantages: So you could set up a GmbH & Co. KG in Germany, transfer your existing GmbHs into it, and also set up new GmbHs in the GmbH & Co. KG. This would also have the advantageous effect that all these new shareholdings are not affected by the exit tax, as they lie within the GmbH & Co. KG.
• His conclusion on the Liechtenstein foundation is that it is "always good to have a Liechtenstein foundation" (😂), especially since it pays 0% capital gains tax on dividends.
  (To be fair, it must be noted here that you get many of these advantages in a similar form with a significantly cheaper German holding GmbH)
• Generally speaking, it can also make sense for some people to maintain their tax residence in Germany. He thinks that, for example, you then no longer have to pay German health insurance if you no longer live in Germany but still have your tax residence there (?). That would be specifically €1.1k / month savings in statutory health insurance fees. At the same time, however, you would of course continue to pay German taxes, i.e., income tax, capital gains tax, etc.

• In his experience, it is not absolutely necessary to obtain a binding ruling from the tax office, as suggested by CHP / Gerd Kommer Invest.
  Interesting - I cannot assess where the truth lies here. However, I suspect that tax advisors generally like to obtain a binding ruling because they can then secure themselves (and bill significantly more hours).

Summary: Paul Bauch