Restructuring without disclosing hidden reserves — that is what the Reorganisation Tax Act (Umgründungssteuergesetz) is for. We build the structure that fits.
The Reorganisation Tax Act (UmgrStG) gives businesses the opportunity to adapt their structure without the restructuring itself resulting in a tax burden. We advise from the planning stage through contract drafting to implementation — closely coordinated with your tax adviser, because the legal and the tax perspective are inseparable here.
The six reorganisation types
- Article I – Merger (Verschmelzung): two or more companies are combined into a single entity. We draft the merger agreement, support the resolution and the Austrian companies register entry (Firmenbuch), and make sure that tax neutrality is preserved.
- Article II – Conversion (Umwandlung): a change of legal form, or transfer of the assets to the main shareholder, typically from a company into a partnership or into a sole proprietorship.
- Article III – Contribution in kind (Einbringung): a business, part of a business or a partnership interest is contributed to an existing or newly formed company in exchange for the grant of shares. The most common route into a GmbH structure.
- Article IV – Combination (Zusammenschluss): assets are pooled in a partnership for joint continuation, in exchange for the grant of partnership rights.
- Article V – Real division (Realteilung): the assets of a partnership are divided among the partners; the partnership rights are extinguished in the process. Typical when partners go their separate ways.
- Article VI – Demerger (Spaltung): a company is divided into several companies — as a split-up or split-off, by absorption into an existing company or by formation of a new one. Suitable for separating business divisions or properties.
Why the effective date determines the timetable
Reorganisations take retroactive tax effect as of a chosen effective date. The registration with the companies register, or the notification to the tax office — mandatory for reorganisations in structured electronic form via FinanzOnline since mid-2025 — must be made within nine months of that effective date. If the deadline is missed, the retroactive effect is lost — and with it, in most cases, the entire tax benefit. Anyone considering a reorganisation with an effective date of 31 December should therefore set it up in good time in the autumn, because the valuation, the balance sheet and the resolutions all need lead time.
Typical occasions from practice
The move from a sole proprietorship to a GmbH as liability risk grows. The separation of the business from the property, to take assets out of the operating risk. The combination of sister companies for simplification. The division of a family business in the course of succession. The preparation of a sale in which a business line is split off. In all of these cases, the structure determines the tax burden — often for years to come.
Interplay with company and contract law
A reorganisation is never just a tax exercise: articles of association must be adapted, shareholder resolutions passed, companies register filings prepared, contracts with banks, suppliers and landlords reviewed for change-of-control clauses, and the employment-law consequences of a transfer of business considered. We think through these layers together — that is why we handle this area together with Corporate & Company Law.
Early planning pays off directly
The earlier the structure is settled, the more room for manoeuvre remains — on the effective date, the valuation and the contract drafting. Talk to us before the financial year ends.