Sub-participation

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The sub-participation fulfills a similar function as the silent partnership , but the participation does not relate directly to a company itself, but to the share in a main company, i.e. the contractual partner of the sub-participant is not the main company itself, but a partner in the main company. Accordingly, the sub-participant is only involved in the profit or loss attributable to the shareholder and not in the result of the company itself.

As in the case of the silent society, the atypical and typical sub-participation differs through participation in hidden reserves and the increased participation rights of the sub-participant.

Requirements and effect

  • Participation in the creation of a partnership or capital partner
  • Basically free of form
  • Only has an internal effect
  • No publication necessary
  • No approval of the other shareholders of the main company required

Tax treatment

In the tax treatment of a sub-participation, a distinction is made between whether the sub-participant is only entitled to a creditor position from an economic point of view or whether he is to be regarded as a co-entrepreneur in relation to the main company . The first form of sub-participation is called “typical”, the latter “atypical”.

Typical sub-participation

The sub-participant generates income from capital assets .

Atypical sub-participation

In the case of sub-participation in the share in a commercial partnership, the sub-participant generates income from business operations . In the case of sub-participation in a share in a corporation , the source of income for the shareholder is split. The qualification of the type of income for the shareholder therefore also has an impact on the sub-participants, who usually receive income from capital assets.

literature

  • Joachim Thomsen: The sub-participation in a partnership. Law, tax, business administration. Erich-Schmidt-Verlag, Bielefeld 1978, ISBN 3-503-01356-3 ( Modern legal forms of the economy 5), (At the same time: Hamburg, Univ., Diss.).
  • Uwe Blaurock : Sub-participation and trustee of company shares. Forms of indirect participation in social relationships. Nomos-Verlagsgesellschaft, Baden-Baden 1981, ISBN 3-7890-0683-1 (also: Freiburg (Breisgau), Univ., Habil.-Schr., 1978).
  • Uwe Blaurock : Manual of Silent Society. Company law, tax law. 8th revised edition. Verlag Otto Schmidt, Cologne 2016, ISBN 978-3-504-33527-4 (Part III: Subparticipation).