Division (law)

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Split is a legal term in German commercial law that corresponds to the business facts of a spin-out or spin-off . A distinction is made between the following types of company division :

Splitting up

The previous legal entity will be dissolved. The assets are transferred to other existing legal entities (split up through absorption) or new legal entities are established (split up to establish a new entity; Section 123 (1) UmwG ).

Spin-off

Only one or more parts that form a separate unit (e.g. sub-operations ) are transferred to existing or newly established legal entities, whereby the original legal entity remains in place ( Section 123 (2) UmwG).

Outsourcing

The old legal entity remains. In contrast to the spin-off, however, it is not the shareholders of the transferring (core) legal entity that receive shares in the acquiring or new legal entity ( Section 123 (3) UmwG).

Tax law

The split, spin-off and transfer to another or more corporations are tax neutral if the book values ​​are continued. However, in addition to §§ 11 to 13 UmwStG , the conditions of § 15 UmwStG must also be met.

literature

  • Robert M. Schmidt: The corporate contract under stock corporation law as the subject of the split according to the Transformation Act , Herbert Utz Verlag, Munich 2007, ISBN 978-3-8316-0704-4