Partial profit transfer agreement
The partial profit transfer agreement according to Section 292 (1) No. 2 AktG is a company agreement through which a stock corporation or partnership limited by shares undertakes to transfer part or all of its profits or the profits of individual operations to another. A profit community always establishes a society under civil law . The partial profit transfer agreement is often concluded with silent companies in accordance with §§ 230 ff. HGB , since the partial profit transfer agreement does not require the other party to be a company and also does not require a minimum amount to be transferred.
The lack of synchronization of management functions in the case of partial profit transfer usually precludes qualification as a group . A profit sharing with members of the board of directors and the supervisory board or with individual employees of the company as well as an agreement on a profit sharing within the scope of contracts of normal business dealings within the meaning of § 116 HGB or license agreements is not a partial profit transfer agreement.
Individual evidence
- ↑ Hüffer, Uwe: Aktiengesetz , 5th edition, Munich 2002, marginal no. 2, 5;
- ↑ Dierdorf, Josef: Rule and dependence of a stock corporation on a contractual and factual basis , Cologne, Berlin, Bonn, Munich 1978, p. 99 ff.
- ↑ Altmeppen, Holger: Fundamentally new to the “qualified factual” group and the protection of creditors in the one-man GmbH. At the same time discussion of the judgment of the Federal Court of Justice of September 17, 2001 - II ZR 178/99 “Bremer Vulkan”, ZIP 2001, 1874, in: ZIP 2001, pp. 1837 ff.
- ↑ Klaus Herkenroth, Oliver Hein, Alexander Labermeier, Sven Pache, Andreas Striegel, Matthias Wiedenfels: "Corporate Tax Law " , Gabler, 2008, ISBN 978-3-8349-0474-4 , p.44
literature
- Klaus Herkenroth, Oliver Hein, Alexander Labermeier, Sven Pache, Andreas Striegel, Matthias Wiedenfels: Corporate Tax Law , Gabler, 2008, ISBN 978-3-8349-0474-4
