Sale of arable land / land with development potential to private individuals instead of the municipality

Regarding the purchase of a GmbH that owns the field:
Where exactly is the advantage? (Except that there apparently is no longer a right of first refusal?)

Not being a lawyer, I think that the right of first refusal must still be observed by an heir, and such an heir is practically the GmbH if the current owner transfers the field into the GmbH. Your acquisition of the GmbH is not a real estate transaction, because the property here functions as a capital contribution in kind. Consequently, the first real estate transaction is only the sale of the remaining property. So, the procedure could be as follows: I. The owner establishes the Field Real Estate Development GmbH with the field as a contribution in kind. -- II. The GmbH is now the owner of the field (no real estate sale). -- III. You acquire the GmbH (again, no real estate sale). -- IV. The GmbH has the field (parcel no. XY) subdivided into your desired parcel no. XY/2 of 1000 sqm and the remaining parcel no. XY/1 of 2300 sqm. -- V. The GmbH sells the remaining parcel XY/1 to the municipality - only then is this the real estate transaction in which the municipality exercises its right of first refusal. -- VI. The GmbH has fulfilled its corporate purpose and you liquidate it. In my personal opinion - but a tax advisor should be more involved - your real estate acquisition is only completed and real estate transfer tax triggered in step VI. Therefore, you should possibly - see previous sentence as a preliminary remark - sell the property to your private legal entity before liquidation, otherwise during liquidation, as a builder, you might also become a developer and pay real estate transfer tax also on the house. Without further contributions, the GmbH is then virtually asset-less, which may accelerate its deletion. All this and also my note that you need an exemption from §181 of the Building Code for transactions with yourself is and does not replace legal advice! - I have merely told you here, excluding any warranty, how the unfortunately prematurely deceased Karl Ranseier would have intended it. [/QUOTE]

Oh God. Please no share deal for such a trivial matter. Too expensive and too complicated. By the way, the selling shareholder is not allowed to sell 100% of his shares, otherwise real estate transfer tax applies. The structure absolutely makes no sense here.

By the way, the selling partner is not allowed to sell 100% of their shares, otherwise real estate transfer tax will be incurred.

I’m telling you, I’m not totally on top of it. So then only 30 percent (corresponding to the 1000/3300th of the area), and the desired plot becomes the partner’s settlement credit ernie250

Oh God. Please no share deal for such trivial stuff. Too expensive and too complicated.

You are absolutely right, the instrument is oversized given the reasonableness background – but the original poster is afraid of the right of first refusal, so you explain a possible alternative (which is indeed also used in practice, but normally not for such a small project).

Regarding the purchase of a GmbH that owns the field:
What exactly is the advantage? (Except that there probably is no right of first refusal anymore?)

Well, the right of first refusal was initially just a expressed concern.

Other advantages: No real estate transfer tax, further tax considerations – for example in the case of capital gains...

It was an approach to a solution, not a general recommendation. Not a tool for laypersons.

First of all, thank you very much for the feedback!

My acquaintance has already spoken with the municipality about the potential sale to me – and so I have already been to the city planner and the responsible clerk and have seen the development plan. Generally, the selection of a plot was also discussed, even if it was not finalized. In the development area, there are several landowners who want to keep a building plot according to the apportionment procedure. But it quickly became clear that the sale to me is not the municipality’s favored option.

Regarding the right of first refusal: I can actually be relaxed here: since I am paying more than the municipality, they can hardly match it – otherwise the municipality would be disadvantaging the other sellers...

Regarding the development: The development costs were indicated as 100-120 €/m². I think the municipality will handle that... Since the field lies across the development area – how could it not be developed?

Regarding the purchase of a GmbH that owns the field: Where exactly is the advantage? (Except that there apparently is no longer a right of first refusal?)

Thank you in advance for your patience and effort!

ernie

Yes, the municipality handles development but you will also be charged. Or do you think you buy from the farmer for 35€ and get development for free? Hardly.

The development costs were stated as 100-120 €/m². I think the municipality is responsible for that...
Since the field lies across the building area - how could it then not be developed?

Well, indirectly developed with roads and such. As a municipality, out of spite because I don’t get the land, I could also play a nasty trick: your plot is surrounded by other plots, without pipes leading inside and only a long private road of the residents (like a lollipop) goes into the interior. Clearly five-figure costs for the connections as a result.

And then register the hole in the donut in the development plan as "meadow" or "agricultural land." What can you do then?!