Buy a Holding Company in Europe: DACH Shelf Holdings
Buying a holding company in Germany or elsewhere in the DACH region puts a clean parent entity at the top of your group, ready to own subsidiaries and assets, without the weeks a new formation takes. A holding company owns shares in other businesses rather than trading itself, and in Germany, Austria, Switzerland and Liechtenstein it is the standard tool for structuring a group, protecting assets, and channelling dividends tax-efficiently. Müller Konsult sources ready-made holding entities across all four jurisdictions and handles the acquisition end to end.
One point to settle first: this is a clean, pre-registered shelf holding entity you take over and build under. It is not a trading business listed on an acquisition marketplace, and it is not a stake in a large listed holding group. A European holding company for sale, in the sense most founders mean, is a ready-made parent company waiting for its first subsidiaries.
What is a holding company?
A holding company (in German, a Holdinggesellschaft) is an entity whose main purpose is to own and control other companies, called subsidiaries, and often to hold assets such as real estate, intellectual property, or investments. It does not usually trade on its own account. The operating businesses sit in the subsidiaries below it, while the holding owns the shares and collects the profits that flow up.
In practice this means a two-tier structure: a holding on top, one or more operating companies underneath. In the DACH region the holding is most often a German Holding-GmbH, an Austrian GmbH, or a Swiss or Liechtenstein AG. The same company law that governs an ordinary GmbH governs a holding GmbH, so the legal mechanics of owning and transferring one are identical to any other ready-made company.
Why use a holding company?
A holding structure earns its place when you have, or expect to have, more than one company or a pool of valuable assets. The main reasons founders build one:
- Group structure. Keep several businesses under a single owner in a clean hierarchy, which simplifies reporting, financing, and eventual sale.
- Asset protection. Hold valuable assets, property, brands, or cash reserves above the trading companies, separating operating risk from what matters most.
- Tax efficiency. Most DACH jurisdictions exempt the bulk of dividends and capital gains moving between a subsidiary and its holding, under a participation exemption (explained below).
- Succession and reorganisation. A holding makes it easier to bring in partners, pass on ownership, or restructure the group without disturbing the operating businesses.
How a holding company is taxed: the participation exemption
The reason a holding is tax-efficient is the participation exemption, which lets profits move up from a subsidiary to its parent with little or no tax at the holding level. The rules differ by country, and they depend on meeting shareholding thresholds and having genuine substance, so treat what follows as the framework rather than a promise about your specific case.
Germany (§8b KStG)
Under the German Corporation Tax Act (KStG §8b), dividends and capital gains a corporate parent receives from its shareholdings are roughly 95% tax-exempt, with only 5% treated as a non-deductible business expense. In practice that leaves an effective corporation-level tax of around 1.5% on qualifying dividends, compared with Germany’s headline corporate burden of roughly 30%. The exemption on dividends applies from a 10% shareholding for corporation-tax purposes and from a 15% shareholding for the trade-tax (Gewerbesteuer) exemption. The mechanics, and how they fit Germany’s wider rates, are covered in our guide to corporate tax in Germany.
Switzerland, Austria and Liechtenstein
Switzerland applies a participation relief (Beteiligungsabzug): dividends qualify from a 10% stake in capital or profit, or from a holding worth at least CHF 1 million, with no minimum holding period, and capital gains qualify from a 10% stake held for at least a year. The effect is a full or near-full exemption of participation income. Austria exempts domestic corporate dividends outright, with no minimum stake or holding period, and offers an international participation exemption for dividends and capital gains from a 10% holding kept for at least a year. Liechtenstein combines a low headline rate with established holding traditions under its company law (the PGR), which is why it is popular for asset protection and family structures. Compare the rates in our guides to corporate tax in Switzerland and corporate tax in Austria, and the wider picture in low-tax countries in Europe.
This is general information, not tax advice. Participation exemptions depend on shareholdings, holding periods, and real substance, and the rules change. Confirm the treatment for your group with a qualified adviser before you rely on it.
Holding structures across the DACH region
Each jurisdiction offers a familiar corporate form for the holding, with its own capital requirement and participation regime. The table below sets out the practical choices.
| Country | Typical holding entity | Minimum capital | Participation regime | Tax context |
|---|---|---|---|---|
| Germany | GmbH (Holding-GmbH), AG | GmbH €25,000 · AG €50,000 | ~95% exempt (§8b KStG); 10% / 15% thresholds | Effective ~30% on trading profit |
| Austria | GmbH, AG | GmbH €10,000 | Domestic dividends exempt; intl 10% / 1 yr | Corporate tax 23% |
| Switzerland | AG, GmbH | AG CHF 100,000 · GmbH CHF 20,000 | Relief at 10% / CHF 1m; capital gains 10% / 1 yr | Effective ~11.85% (Zug) to ~20% |
| Liechtenstein | AG, holding | AG CHF 50,000 (PGR) | Low-tax holding regime | Low headline rate |
Which jurisdiction fits depends on where your subsidiaries trade, your tax residence, and your goals. Explore each market: Switzerland including a Swiss AG, Austria, and Liechtenstein. For a side-by-side view, see Germany vs Switzerland vs Austria.
- 1. Consultation — We propose the right company and structure for your goals.
- 2. Due diligence — We confirm the company is clean, debt-free and compliant.
- 3. Notarial transfer — Ownership passes to you — remotely if needed (GmbHG §15).
- 4. Setup — Banking, tax, registered address and director are put in place.
Buy a ready-made holding vs forming one
Both routes give you the same kind of holding entity. The difference is time and certainty. Forming a holding from scratch means founding the company, paying in capital, and waiting for the register entry before it can act. A ready-made holding is already registered, so you take it over by share transfer and place subsidiaries underneath within days.
| Factor | Buy a ready-made holding | Form a new holding |
|---|---|---|
| Register status | Already entered and active | Pending until registration completes |
| Time to a usable holding | Days, after the notary appointment | Several weeks |
| Trading history | None (clean shelf entity) | None |
| Share capital | Already paid in and verified | You provide and deposit during formation |
| Pre-registration liability | None (already registered) | Yes, until registered (GmbHG §11) |
| Main legal act for you | Notarised share transfer | Notarised formation deed |
If you would rather build from the ground up, we also handle company formation in Germany. For most clients assembling a group quickly, a ready-made holding is the more practical route.
Which entity: GmbH, AG, GmbH & Co. KG or SE?
“Holding company” usually means a GmbH or AG, but it is worth matching the form to the plan:
- GmbH — the standard limited company and the usual German holding, minimum capital €25,000.
- AG — a stock corporation, more common for larger groups or where shares may be issued to investors; the standard Swiss and Liechtenstein holding form.
- GmbH & Co. KG — a limited partnership with a GmbH as general partner, useful where you want partnership taxation with limited liability. See GmbH & Co. KG.
- SE (Societas Europaea) — a European company that can operate across member states under one structure; see buy an SE company.
We propose the structure that fits your group rather than a one-size package. For the full landscape, see GmbH for sale.
The acquisition process step by step
Our process keeps the holding acquisition safe and predictable, from first call to a working group structure:
- Consultation. You describe your intended group; we map the holding and propose a jurisdiction and entity.
- Due diligence. We confirm the holding is clean, debt-free, litigation-free, and current on tax, and that it has never traded.
- Share purchase agreement. We draft and sign the SPA covering the share transfer and all corporate documents.
- Notarial share transfer. Ownership passes by notarial act, mandatory for a German GmbH under GmbHG §15. Remote and power-of-attorney options are available for buyers abroad.
- Register update. The new managing director, shareholders, and registered office are filed, with an updated shareholder list and the transparency register (UBO) brought current.
- Structuring. We help place your subsidiaries under the holding and align the shareholdings with the participation-exemption thresholds.
- Tax and ongoing support. We complete corporate-tax registration and support accounting, filings, and ongoing compliance.
Why the notary is required
German law does not allow a GmbH to change hands by private contract. Both the transfer of the shares and the agreement obliging someone to transfer them must be recorded in notarial form (GmbHG §15). The requirement exists to give certainty and deter fraud, which is why every legitimate holding-GmbH purchase runs through a notary.
Placing your subsidiaries under the holding
A holding only does its job once it owns subsidiaries. After the transfer we help you bring existing companies under the holding, or set up new operating entities below it, and structure the shareholdings so they meet the relevant participation thresholds. This is the step that turns a clean parent company into a working group, and it is where the tax and liability advantages actually take effect.
What you need to provide (KYC and AML)
Anti-money-laundering rules (Germany’s Geldwäschegesetz and its DACH equivalents) apply to every company purchase, so we will ask you to:
- Identify the ultimate beneficial owners (UBOs).
- Provide details of the incoming managing director(s) and shareholders.
- Outline the intended group structure and the subsidiaries the holding will own.
- Supply proof of address, plus corporate documents and the ownership chain if the buyer is itself a company.
Our team coordinates the KYC checks and the dialogue with notary, register, and bank so the file is complete before the appointment.
Buying a holding from abroad or as a foreigner
You do not need to live in Germany, or to be an EU citizen, to own a DACH holding company. The purchase can be completed remotely using a remote notary or a power of attorney, so non-EU and non-resident buyers can take ownership without travelling. If you are starting from outside Europe, our guide on how to buy a company in Germany as a foreigner walks through the practical steps, and we coordinate the cross-border paperwork. Founders from specific markets can also see our dedicated guidance, for example for the UK, the US, India, and the UAE.
Real-estate, investment and IP holdings
A holding is not only for grouping trading companies. Many clients use one to hold a specific class of asset:
- Real estate. A property holding ring-fences buildings and rental income from operating risk. See real-estate company in Germany and in Switzerland. Note that Switzerland’s Lex Koller restricts foreign acquisition of residential property, though commercial property is generally exempt, so the jurisdiction and asset type matter.
- Investments. A holding can manage a portfolio of shareholdings or venture investments under one roof, with the participation exemption applying to qualifying gains and dividends.
- Intellectual property. Brands, patents, and licences can sit in the holding and be licensed down to the operating companies.
We structure the holding around the asset you actually want to protect, rather than selling a generic shell.
- €25,000 — Germany — GmbH
- €10,000 — Austria — GmbH
- CHF 20,000 — Switzerland — GmbH
- CHF 50,000 — Liechtenstein — AG
Bar length is scaled to an approximate EUR equivalent; capital is stated in each country’s statutory currency. Sources: GmbHG §5, Austrian GesRÄG 2023, Swiss CO, Liechtenstein PGR.
What it costs: included vs extra
Many providers either hide their holding prices or quote a single “from” figure with no detail. We do it differently. It helps to see the price as two parts: what is built into every holding acquisition, and the optional extras you choose.
| Always included | Optional extras |
|---|---|
| The statutory share capital of the holding (e.g. €25,000 for a German GmbH) | Setting up operating subsidiaries |
| Notarial fees for the share transfer | A business bank account |
| Commercial register fees | A VAT number, where the holding will trade |
| The full set of company documents and transfer | A virtual office / registered address |
| A nominee or local managing director | |
| An aged company, or cross-jurisdiction structuring | |
| Ongoing tax, accounting, and compliance |
A key point: the share capital is not a fee. It belongs to the company and works inside it once you own the holding. So a large part of any honest holding price is simply the capital, and the service element is modest by comparison. For the full cost drivers, see our shelf company cost guide, and contact us for a transparent quote built around your group.
Planning a group or holding structure? Request a free callback with our lawyers, with no commitment. Talk to our team.
Ongoing compliance and after-sale support
A holding company carries real obligations that most sellers never mention, and a group adds a few of its own. We stay with you for them:
- Bookkeeping and accounting for the holding and, where you wish, the subsidiaries.
- Annual financial statements and their filing, including consolidated accounts where the group reaches the relevant size.
- Tax returns (corporation tax, trade tax, and VAT where the holding trades) and tax-office correspondence.
- Register and transparency-register upkeep as ownership or management changes across the group.
- Structural amendments, such as adding or moving subsidiaries, changing the registered office, or adjusting the articles.
- Legal representation, including acting as liquidator if you ever wind down part of the group.
Our aim is to keep the holding and its subsidiaries in good standing long after handover, so the structure keeps delivering the advantages you built it for.
Why buy from a lawyer-led provider, not just an online shop
There is no shortage of websites selling European companies, and some are little more than checkout pages. A holding sits at the top of your group and carries real legal and tax weight, so who you buy it from matters. With Müller Konsult you get:
- Legal sourcing. Guidance grounded in the actual law, the GmbHG and the participation-exemption rules cited on this page, not marketing claims.
- Genuine due diligence. Every holding is verified clean before transfer, so you are not inheriting a hidden problem.
- Tax structuring. We align the shareholdings and the group with the participation thresholds that make the structure work.
- Transparent pricing. A clear quote with the components above, not a vague “from” number.
- A named, accountable adviser with a real office and contact details, who handles non-EU and remote completion.
That combination is the difference between buying a company and building a group structure that holds up.
Frequently asked questions
What is a holding company?
A holding company is a parent entity whose main purpose is to own shares in other companies (subsidiaries) or to hold assets such as property and intellectual property, rather than to trade itself.
What is a European or DACH holding company?
It is a holding based in Germany, Austria, Switzerland, or Liechtenstein that owns subsidiaries across the EU and Switzerland. The DACH region is a common base because of its participation-exemption regimes and stable company law.
Can I buy a ready-made (shelf) holding company?
Yes. A shelf holding is a clean, pre-registered entity that has never traded, sold so you can take ownership immediately and place your subsidiaries underneath without forming a new company.
Why buy a holding instead of forming one?
Speed and certainty. A ready-made holding is already in the register, so the structure can be in place within days of the notary appointment, rather than the several weeks a new formation needs.
How is a German holding company taxed?
Under §8b KStG, roughly 95% of dividends and capital gains a holding receives from its shareholdings are exempt, leaving an effective corporation-level tax of around 1.5% on qualifying dividends, subject to conditions and substance.
What shareholding thresholds apply in Germany?
The dividend exemption applies from a 10% holding for corporation tax and from a 15% holding for the trade-tax exemption. Capital-gains relief on corporate shareholdings is broadly 95% exempt.
How is a Swiss holding taxed?
Switzerland’s participation relief applies to dividends from a 10% stake or a holding worth at least CHF 1 million, and to capital gains from a 10% stake held at least a year, giving a full or near-full exemption of participation income.
How is an Austrian holding taxed?
Domestic corporate dividends are exempt with no minimum stake or period, and an international participation exemption covers dividends and capital gains from a 10% holding kept for at least a year.
Do I need two companies to use a holding?
Effectively yes. A holding only delivers its advantages once it owns at least one operating subsidiary, so most groups pair a holding with one or more operating companies.
Which DACH country is best for a holding?
It depends on your goals. Germany offers a large EU base, Switzerland and Liechtenstein offer low effective tax, and Austria gives an EU base in central Europe. We help you weigh them against your subsidiaries and residence.
Can a foreigner or non-EU citizen own a holding company?
Yes. There is no nationality or residency requirement to own a DACH holding, and the purchase can be completed remotely by power of attorney.
Can the holding own real estate or intellectual property?
Yes. A holding can own property, brands, patents, and investments as well as shares. For property in Switzerland, note that Lex Koller restricts foreign acquisition of residential real estate.
What is the minimum capital for a holding?
For a German Holding-GmbH it is €25,000 (GmbHG §5). Other forms differ: a German AG €50,000, an Austrian GmbH €10,000, a Swiss AG CHF 100,000, and a Liechtenstein AG CHF 50,000.
Is a notary required?
Yes. For a German GmbH the share transfer must be recorded in notarial form (GmbHG §15), so every holding-GmbH purchase involves a notarial act.
How is ownership legally transferred?
By a notarised share transfer (GmbHG §15), followed by filing an updated shareholder list (Gesellschafterliste) with the commercial register and updating the transparency register with the new beneficial owners.
What is included in the price, and what costs extra?
Always included: the statutory share capital, notarial and register fees, and all company documents. Optional extras: setting up subsidiaries, a bank account, a VAT number, a registered address, a nominee director, an aged company, and ongoing tax support.
What ongoing compliance applies to a holding?
The holding must keep accounts, file annual financial statements and tax returns, and keep its register and beneficial-owner entries current, plus consolidated accounts where the group reaches the relevant size. We can handle all of it.
Why buy from a lawyer rather than an online shop?
Because a holding carries real legal and tax weight. A lawyer-led provider gives you legal sourcing, genuine due diligence, tax structuring, transparent pricing, and a named, accountable adviser, not just a checkout page.
Official sources
- German Limited Liability Companies Act (GmbHG), official English text — gesetze-im-internet.de
- German Commercial Register (Handelsregister) — handelsregister.de
- Transparency register (Transparenzregister) — transparenzregister.de
- Swiss central business-name index (Zefix) — zefix.ch
Ready to build your holding structure?
Contact Müller Konsult for a clean, ready-made holding company in the DACH region. We assess your group, propose the right jurisdiction and entity, and guide you through every step. Müller Konsult · Königsallee 27, 40212 Düsseldorf · +49 211 5403 8800 · info@gmbhforsale.com · Request a callback
Reviewed by Stefan Stelthove, Corporate & Commercial Lawyer, Müller Konsult. Last updated 7 June 2026.
Related: GmbH for sale · Shelf company Switzerland · Shelf company Liechtenstein · Corporate tax Germany · Real-estate company Germany
