If the uncle now sells to the TE, the municipality can exercise a right of first refusal (which means: entering the deal at the negotiated price!) – particularly annoying if this is a family price. The municipality can resell the property and impose a building obligation, so the uncle will very likely have a house built in front of him within the next three years. Contributing the property to the "Onkel und Georg Grundstücksgesellschaft" would not be a sale, so the municipality cannot interfere there either. The property company can be subject to a building ban by the current sole owner and then by the "only" majority shareholder (for example, the TE buying in with ten percent), and the company (not the uncle!) then grants the TE a shareholder loan in the form of permission to mortgage the property. Immediately and then again every ten years, the uncle gifts portions of his shares to the TE, observing exemption amounts and appeasing co-heirs. The TE is liquid for his construction nearby; the side uncle property remains undeveloped and serves purely as security. Upon the uncle’s death or his move to a nursing home, postponing the construction loses its purpose; all this can be smoothly drafted by a lawyer. This is no rocket science and also no reason for conflicts (internal, familial, or with third parties). Money flows here only from the TE to the "Onkel und Georg Grundstücksgesellschaft," not the other way around. I myself am not allowed to advise the TE, but the lawyer and the tax advisor may. On my part, publicly now over & out ;-)