Ausgliederung

The Ausgliederung is a form of corporate division regulated under § 123 para. 3 of the German Transformation Act (UmwG), where a part of the assets – such as an entire branch of operations – is transferred to a new or already existing legal entity without the parent company ceasing to exist. This targeted restructuring is notarized and only becomes legally effective with the registration in the commercial register of both the transferring and the receiving legal entity. An Ausgliederung is particularly suitable for GmbH, AG, or medium-sized family businesses that wish to legally separate business units, segregate liability risks, or attract strategic investors. Thanks to the possibility of tax-neutral continuation of book values (§ 15 UmwStG), tax advantages can be realized, while the universal succession ensures seamless asset transfer. At the same time, employment contracts, customer relationships, and licenses remain legally secure, providing planning certainty. Important: Shareholder resolution, creditor protection, and, if applicable, employee information must be implemented within the deadline. Those who want to flexibly adapt their corporate structure to market demands, expand financing options, or prepare succession arrangements should consider the Ausgliederung as an efficient tool for corporate transformation.