Stammgesellschaft

Stammgesellschaft is a term used in German corporate and tax practice to denote the central parent company within a corporate group (Konzern). It refers to the entity that exercises control and management over its subsidiaries and, in the context of a fiscal unity (Organschaft), forms the basis for profit and loss consolidation within the group. The term is descriptive rather than a separate legal form.

In practice, a Stammgesellschaft is typically a corporation such as a GmbH or AG that holds significant ownership and voting rights in one or more subsidiaries. It coordinates strategic planning, central financing, and other group-wide activities. For accounting purposes, groups may prepare a Konzernabschluss (consolidated financial statements) with the Stammgesellschaft as the parent entity.

Tax-wise, the concept is closely linked to the Organschaft. If certain conditions are met, the Stammgesellschaft and its subsidiary(s) can form a fiscal unity, allowing profits and losses to be offset within the group for corporate income tax and, in some cases, trade tax. This usually requires a formal agreement and a substantial degree of control, commonly achieved through a Gewinnabführungsvertrag (profit transfer agreement) or a Verlustabführungsvertrag (loss absorption agreement).

Advantages of the Stammgesellschaft model include potential tax efficiency, centralized governance, and simplified intercompany financing. Risks involve increased regulatory scrutiny, the need for stringent compliance, and potential liability at the parent level for the actions of affiliated companies.

See also Konzern, Organschaft, Gewinnabführungsvertrag, Verlustabführungsvertrag, Konzernabschluss.