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Turning a German sole proprietorship into a GmbH

Hive-down under § 152 UmwG or formation by contribution in kind with a Sachgründungsbericht: who may take which route, what an overvalued contribution costs and how long the former owner stays liable for old debts. Then the contribution under § 20 UmwStG: the book-value application and its deadline, the limits of 25 % or 500,000 € on other consideration, backdating by up to eight months and the seven-year lock-up period during which the Einbringungsgewinn I shrinks by one seventh a year. Two modules with fully worked case studies.

Advanced2 modules47 minModule 1 free to read

2026 rules — verified on September 23, 2026

Figures are tied to dated, sourced tax constants. A module whose rules have changed is flagged for review, and is unpublished automatically beyond 90 days.

By the end of this course, you can…

These outcomes are the modules' own: the promise cannot say anything the course does not teach.

  • explain the difference between a hive-down under the Transformation Act and a formation by contribution in kind with individual transfers
  • check whether the conditions of § 152 UmwG are met, in particular registration and the absence of over-indebtedness
  • list what a Sachgründungsbericht must contain when a business passes to the company
  • assess what an overvalued contribution in kind means for registration and for the shareholder
  • place the former owner's liability for old debts on a timeline
  • recognise the conditions of a contribution in kind within the meaning of § 20 UmwStG
  • choose between fair market value, book value and an intermediate value, and meet the application deadline
  • calculate the limits on other consideration and estimate their effect on the acquisition cost of the shares
  • set the tax transfer date within the eight-month window
  • calculate the Einbringungsgewinn I on a sale within the lock-up period

The programme, module by module

Each module has its own page. Durations are derived from the actual text, never announced by hand.

  1. Module 123 minFree — no accountThe company-law route: hive-down under the Transformation Act or formation by contribution in kindWhat you will be able to do
    • explain the difference between a hive-down under the Transformation Act and a formation by contribution in kind with individual transfers
    • check whether the conditions of § 152 UmwG are met, in particular registration and the absence of over-indebtedness
    • list what a Sachgründungsbericht must contain when a business passes to the company
    • assess what an overvalued contribution in kind means for registration and for the shareholder
    • place the former owner's liability for old debts on a timeline
    Read this module
  2. Module 224 minIncluded in the full courseThe tax route: contribution at book value, backdating and the seven-year lock-up periodWhat you will be able to do
    • recognise the conditions of a contribution in kind within the meaning of § 20 UmwStG
    • choose between fair market value, book value and an intermediate value, and meet the application deadline
    • calculate the limits on other consideration and estimate their effect on the acquisition cost of the shares
    • set the tax transfer date within the eight-month window
    • calculate the Einbringungsgewinn I on a sale within the lock-up period
    View the module — full course

What you take away

A handout you keep, not just a page you read. The sections are derived from the course itself: what is announced here is exactly what gets generated.

  • Participant handout (PDF)

    PDF

    • Learning objectives (2)
    • Key figures (8)
    • Mistakes to avoid (2)
    • Official sources (2)

  • Exercise workbook (Word)

    Word

    • Learning objectives (2)
    • Key figures (8)
    • Mistakes to avoid (2)
    • Official sources (2)

Answers live in a separate appendix: the participant handout and the workbook stay distributable before the exercise.

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Where this course leads

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Read in German

Educational content, current with the sources cited. It does not replace advice tailored to your situation. These courses are neither certifying nor CPF-eligible: they prepare for no certification registered with the French RNCP or specific register.