Gesellschaftsrechtliche Maßgaben für eine Gruppenbesteuerung ohne Gewinnabführungsvertrag

In order to establish a fiscal unity for corporate tax (Organschaft) in Germany, group members must be party to a so-called profit transfer agreement according to the German Stock Corporation Act (AktG). This agreement leads to interdependences between tax and corporate law, which are not only often criticized but have even caused efforts to replace the Organschaft by a modern group taxation system not requiring a profit transfer agreement. The present work analyses which questions and conflicts would arise under German corporate law, should a group taxation system which functions without profit transfer agreements be implemented. The analysis considers different types of group taxation systems: one which attributes the tax income of group members to the parent group company, and a group contribution system. The emerging questions and conflicts under corporate law are systematically examined for limited liability companies (GmbH) and stock corporations (AG).