With a legal split-off, the dividing legal entity transfers all its assets to at least two acquiring legal entities. The legal entity so divided ceases to exist, without winding up or liquidation. The acquiring legal entities may be both existing legal entities or new ones incorporated with the division.

Apart from pure split-off, hiving off is also legally permitted. This is where the entire assets of the dividing legal entity are transferred to one or more acquiring legal entities, but the dividing legal entity subsequently continues to exist.

Since a legal split-off involves the transfer of all or part of the assets of the dividing legal entity to the acquiring legal entities, the individual assets do not need to be transferred separately. In addition, the cooperation of creditors and contracted partners is not necessary.

Incidentally, a legal split-off is not possible if one of the legal entities involved is wound up or declared in a state of involuntary liquidation or has been granted a moratorium.

Just as with a legal merger, proceedings laid down by law must be followed with a legal split-off. These proceedings have many similarities. For example, in the case of split-off it is also the civil-law notary who must ultimately declare in the deed of division that all the statutory requirements have been met, and that is why he must be involved with the split-off right from the start. CMS Derks Star Busmann can take care of all the notarial aspects of your split-off, naturally in accordance with the statutory procedure, and we can also provide you with relevant tax advice.