Many entrepreneurs run a single GmbH for years — and give away five- to six-figure sums in tax every year that a simple holding structure would avoid, entirely legally. Six reasons the structure pays for itself.
When your operating GmbH distributes profits to the holding, 95% of them are exempt from corporation and trade tax. On €1 million in profit, that's up to €250,000 in tax savings per year.
Accumulated wealth sits in the holding company — beyond the reach of the operating company's creditors. An insolvency at subsidiary level does not endanger the holding's assets.
Profits from the operating company flow into the holding 95% tax-free and are then redeployed into new investments — with no flat-rate withholding tax along the way.
The right structure uses tax-free allowances (€400,000 per child, every 10 years) multiple times and qualifies for 85% relief under §§ 13a, 13b ErbStG.
When the holding sells the operating GmbH, 95% of the capital gain is tax-free. On a €5 million gain, that saves up to around €1.3 million in tax.
Over 90 German double taxation treaties plus the EU Parent-Subsidiary Directive enable cross-border operations with no double taxation and treaty-reduced withholding tax.
Take profits out of a GmbH privately, and you pay roughly an additional 26% flat-rate withholding tax on the distribution. Route the same distribution into a holding company and only around 1.5% is due — the capital stays in the system for reinvestment.
*Simplified example. Actual figures depend on your specific situation. Not tax advice.
Rule of thumb: from a sustainable annual profit of 200.000–300.000 €, with multiple companies or shareholdings, or where business succession or an exit is planned — regardless of profit level.
Every structure has its place — and its ideal use case. Here are the five models TABAK Consulting implements most often.
Who it's for: Entrepreneurs with one operating GmbH generating roughly €300,000+ in annual profit who want to build wealth systematically.
Who it's for: Entrepreneurial families with multiple asset classes (business + real estate), planned succession and total wealth of €3 million or more.
Who it's for: Real estate investors with 3–5 or more properties, or a portfolio worth €2 million upwards — who want to scale.
Selling individual properties via a property GmbH (share deal instead of asset deal) avoids the 5.0% real estate transfer tax in Baden-Württemberg. On a €2 million property = €100,000 in transfer tax (GrESt) saved.
Who it's for: Companies with cross-border business, licensing income, an international customer base or planned expansion into multiple markets.
Since ATAD/BEPS, letterbox structures have been open to challenge. Every foreign company needs genuine economic substance: its own premises, qualified staff, real business activity. TABAK structures only legally robust, substance-based models.
Who it's for: Entrepreneurs planning to sell within 3–7 years. Recommendation: start 5 years before your planned exit, so that all holding-period requirements are met.
When the holding sells its operating GmbH, 95% of the capital gain is exempt from corporation tax (§ 8b KStG). On a €5 million capital gain: up to around €1.3 million in tax savings compared with a direct private sale.
No paperwork chaos, no coordinating between notary, tax advisor and lawyer. TABAK Consulting handles everything — from the first consultation to the fully registered company.
All prices plus statutory VAT. Notary fees, court costs and share capital are itemised separately and are not included in the package price.
Not every GmbH is the same. Industries with licensing obligations, permit requirements or particular regulatory demands need specialist incorporation support.
Labour leasing (temporary staffing) requires a licence from the Federal Employment Agency. We incorporate the company and manage the entire licensing process.
Construction companies are subject to SOKA-Bau, ZVB and VOB regulations. We structure the company and subcontractor agreements and secure compliance with German trade and crafts law.
§ 34c GewO licence, MaBV-compliant business processes and professional indemnity insurance. Complete formation for brokers, property managers and developers.
Formation of tax advisory companies with chamber licensing, a shareholder structure compliant with professional law, and professional indemnity insurance under the StBerG.
A bespoke company for UHNWIs and large wealth-holding families. Coordinated reporting across all shareholdings, real estate and liquidity positions.
Medical care centres (MVZ) and healthcare GmbHs with licensed-professional requirements, medical directorship and statutory health insurance (KV) accreditation — fully supported.
Investment advice, asset brokerage, insurance intermediaries and real estate loans — activities requiring a licence under the GewO, with financial loss indemnity insurance.
We also incorporate for: care providers, education providers, transport & logistics, IT companies, energy trading and more.
When you need to move fast, you can't wait 6 weeks for an incorporation. TABAK Consulting keeps registered, clean Vorratsgesellschaften (shelf companies) on hand — ready for immediate takeover, with no formation history and a clean balance sheet.
A Vorratsgesellschaft (shelf company) is a fully registered GmbH with no operating history. You take over the shares, change the company name and business purpose — and are ready to operate within days.
plus share capital (min. €25,000 per GmbH) and VAT
The German holding structure is one of the most efficient in the world — when it is built correctly. A network of more than 90 double taxation treaties (DBA) makes Germany the ideal hub for international corporate groups.
TABAK Consulting coordinates international structures in cooperation with vetted partner firms in more than 20 countries — from tax analysis through to substance-compliant implementation.
Stricter anti-tax-avoidance rules have applied across the EU since 2019. Every international structure must demonstrate genuine economic substance. TABAK builds exclusively BEPS-compliant, substance-based models — no letterbox constructs.
Every investor brings a different tax and legal framework — depending on the industry they are entering and the country they operate from. Select your industry and your home country: we show you the proven holding model, the relevant double taxation treaties, and the concrete advantages that follow from them.
Once both fields are set, the recommended model appears here with all relevant notes on the tax and legal structure.
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Anyone operating from abroad thinks of taxes first. Yet a German holding delivers three things that rarely come up in the first advisory hour — and that is precisely why seasoned investors value them so highly.
When your customers sign the supply contract with a GmbH, the agreement is automatically governed by German contract law and German jurisdiction. For EU buyers, that is a powerful comfort factor — and for you as the seller, a significant trust advantage over a direct foreign-to-EU relationship.
A meaningful share of the value creation — sales, management, administration — takes place within the German legal sphere. That works on two levels: a substance-compliant BEPS structure and access to a quality signalthat remains a standalone pricing component in international B2B.
Dunning procedures, interim injunctions, garnishments — all within the German civil procedure system. No letters rogatory, no recognition of foreign judgments, no dual representation. Anyone who ends up having to litigateis glad to have a German contracting party.
Under EU law, the holding GmbH is established as "resident here". Import duty issues, VAT registrations and market access questions are resolved in a single step — instead of 27 times, country by country. One hub instead of a list.
German banks open accounts for a German GmbH far more readily than for legal entities from jurisdictions classed as regulatorily "sensitive". SEPA direct debit, acquiring and embedded finance also run more smoothly — a liquidity advantage in day-to-day operations.
A German holding is an acquirable target for European private equity and strategic buyers. If you plan to exit one day, a GmbH sale structure gives you a far broader market than an offshore construct — and uses § 8b KStG for a 95% tax-free capital gain at holding level.
A note for investors from third countries: If goods come from abroad but are sold through a German holding company, the German GmbH is the contracting party. German law applies automatically — and a distribution and brand effect emerges whose monetary value, in many negotiations, even exceeds the tax advantage. We help you build this structure in a substance-compliant way.
The value of a holding lies not only in its structure — but in the connections that run through it. With TABAK Consulting as your partner, you gain access to a selective network of 200+ vetted players across the DACH region.
Direct connections to specialised notaries in Mannheim, Frankfurt, Berlin and Stuttgart. Short-notice appointments possible within 24–48h.
Access to regional institutions, private banks and development banks (KfW, L-Bank). Account opening for international holdings within 2 weeks.
Direct contacts to private equity funds, family offices and strategic investors in the metropolitan region and beyond.
Project developers, brokers and investors in Rhein-Neckar, Frankfurt and Stuttgart. Off-market access for qualified mandates.
Active membership and network access to the IHK Rhein-Neckar, the Chamber of Tax Advisors, business associations and industry organisations.
Vetted law firms and advisers in more than 20 countries for substance-based international structures, local compliance and cross-border M&A.
"The TABAK network is not a directory — it is a curated circle of vetted players who deliver results for their clients."
Request a network conversation →Select the building blocks that match your situation. The configurator gives an initial fee indication — the final quote follows a confidential structuring consultation.
Your structure enquiry has been received. We will be in touch personally within one business day.
TABAK Consulting works with fixed-price packages — no surprises, no running hourly billing during the formation process. You know upfront what you are investing and what you get.
All prices plus statutory VAT. Notary fees (approx. €1,500–3,000 per GmbH), court fees (approx. €300–600) and share capital (min. €25,000 per GmbH) are not included in the package price and are itemised transparently.
No boilerplate answers. For your individual situation, speak with us directly.
Personal consultation →With TABAK Consulting, the entire process — from initial consultation to registered GmbH — takes 4–6 weeks. This includes: structuring advice (1–2 weeks), drafting and alignment of the articles of association (1 week), notary appointment (bookable within 3–5 working days), commercial register entry (1–3 weeks after filing), trade registration and tax registration (in parallel, 1–2 weeks).
With shelf companies, the formation time is eliminated entirely — you take over an already registered GmbH within a matter of days.
The TABAK package for a complete holding structure (2 GmbHs) costs from €75,000 plus VAT. On top of that:
• Notary fees: approx. €1,500–3,000 per GmbH (depending on share capital)
• Commercial register entry: approx. €300–600 per GmbH
• Share capital: min. €25,000 per GmbH (remains in the company)
• Ongoing costs for annual financial statements: €2,000–8,000 p.a. per company, depending on scope
The total investment for a two-tier holding therefore comes to approx. €130,000–160,000 in the first year. With annual tax savings in the five- to six-figure range, the structure typically pays for itself within the first or second year.
A single GmbH is sufficient in the following cases: you are still in the build-up phase with profits below €200,000 p.a., you have no other companies or shareholdings, and you are not planning succession or an exit in the foreseeable future.
A holding is advisable: from around €300,000 in sustained annual profit, with multiple companies or shareholdings, when building a real estate portfolio of 3 or more properties, when handing over to the next generation is planned, or when a company sale is planned within the next 10 years.
Yes — and in many cases it is the best solution. The so-called contribution under § 20 UmwStG (German Reorganisation Tax Act) allows your existing GmbH to be transferred to a newly formed holding at book value (tax-neutral). No capital gains taxes arise, provided the 7-year lock-up period is observed.
TABAK handles: tax review of the contribution requirements, concept and valuation, articles of association for the new holding, notarisation, commercial register entry, and tax support including the contribution balance sheet.
The GmbH is the optimal choice for most mid-sized companies: flexible articles of association, minimum capital of €25,000, no supervisory board required, lower ongoing compliance costs.
The AG is the right fit if you: want to bring in external investors through shares, plan employee participation (ESOP) via stock options, are aiming for an eventual IPO or a listing on an MTF, or want a prestigious profile with a supervisory board and annual general meeting. Minimum capital of €50,000, mandatory audit above a certain size, higher corporate governance requirements.
Worthwhile if at least one of the following applies: revenue or profits in multiple countries; licence income or IP proceeds; an international ownership group; a planned exit to an international buyer; dividends from shareholdings in several countries.
Important: Since ATAD/BEPS, letterbox structures have been open to challenge. Every international company needs genuine economic substance. TABAK advises exclusively on legal, substance-based models — and coordinates with vetted partners in more than 20 countries to ensure compliance on the ground.
200+ successfully implemented corporate structures. More than 20 years of advisory experience. One personal point of contact. Absolute confidentiality. And prices you know upfront.
