Healthcare
Tax advisor for MVZ
Legal form, structure, contribution of a business (Einbringung): we set the tax course for your MVZ before the train leaves the station. In a medical care centre (MVZ, Medizinisches Versorgungszentrum) the most important tax decision is taken before the first patient: GmbH or a physician partnership (Personengesellschaft). We advise founders, practice owners and operators on exactly this junction, with fully calculated scenarios instead of gut feeling about legal forms, we support the contribution of existing practices at book value and, in running structures, we keep the flows of services between the units clean for VAT (Umsatzsteuer) purposes.
Focus areas for MVZ and healthcare organisations
- The legal form is decisive: an MVZ-GmbH pays corporate income tax (Körperschaftsteuer) and trade tax (Gewerbesteuer) by virtue of its legal form; a physician partnership (Personengesellschaft) earns income from freelance professional status (freiberuflich)
- VAT (Umsatzsteuer): medical treatment remains exempt regardless of the legal form; special rules apply to centres taking part in care under the statutory health insurance system (vertragsärztliche Versorgung)
- Securing the freelance professional status of the partners: personal qualification, co-entrepreneur (Mitunternehmer) position and a medically determined character of the work
- Restructuring: contribution of the single practice into the MVZ-GmbH at book value (§ 20 UmwStG)
- Locations, shareholdings and reporting: clear figures for operators and partners
The legal form is the first tax decision
In an MVZ the most important tax decision is taken before the first patient: with the legal form. The MVZ-GmbH pays corporate income tax and trade tax by virtue of its legal form; purely medical activity does not change this. In return it offers a liability framework, clear governance and options for profit retention (Thesaurierung). The physician partnership, by contrast, can remain a freelance professional undertaking and stay exempt from trade tax, but only as long as qualified physicians without exception participate as genuine co-entrepreneurs (Mitunternehmer) and give the treatments their professional character. A single partner who only contributes capital, a corporation (Kapitalgesellschaft) among the partners or relevant commercial side revenues will topple the entire structure. We calculate both routes with your real figures (tax burden, distribution behaviour, growth plan) instead of preaching a belief in one legal form.
VAT: the point where the legal form does not matter
As much as taxes on income (Ertragsteuer) depend on the legal form, VAT does not: medical treatment is exempt regardless of the legal form if qualified staff carry out the treatment; for an MVZ taking part in care under the statutory health insurance system, the institution-related exemption applies in addition. What remains taxable are the edges: administrative services between companies, expert opinions, non therapeutic offerings. Especially in operator structures with several units, taxable internal supplies arise here unnoticed. We map your flows of services and close the gaps we identify by contract, before they become an issue in a later tax audit.
From single practice to MVZ: the book value route
The classic route into an MVZ is the contribution of the existing practice into the GmbH in exchange for new shares. Under § 20 UmwStG it can succeed at book value, that is, without disclosing the hidden reserves (stille Reserven) in the practice goodwill (Praxiswert). The conditions are strict: all essential operating assets must be transferred, other consideration is limited, withdrawals during the retroactive period can destroy the book value approach, and the application is subject to a deadline. We structure the contribution from the due diligence on your own practice through to the closing balance sheet; questions of professional law and licensing we coordinate with your legal advisors. In practice, the possible retroactive tax effect of up to eight months helps to synchronise the tax cut-off date with the annual financial statements and the pending licensing procedure, provided that withdrawals in the interim period remain disciplined. And because exempt medical revenues regularly block the input VAT deduction, we calculate the investments of the start-up phase gross from the outset: realism beats every later surprise here.
Side by side
- MVZ-GmbH: corporate income tax + trade tax by virtue of legal form · liability framework · profit retention (Thesaurierung) · suitable for investors
- Physician partnership: freelance professional status and exemption from trade tax possible · condition: all co-entrepreneurs medically qualified and working in a character-defining role · sensitive to corporate partners and commercial side revenues
- Common to both: medical treatment is VAT exempt; VAT is neutral as to the legal form
An example from our advisory practice
Hypothetical example: two specialist physicians want to transfer their single practices into a joint MVZ and take on a third physician later. Challenge: choice of legal form with a view to trade tax, liability and later shareholdings; contribution without disclosing hidden reserves. Suitable service: scenario calculation GmbH versus partnership plus support for the contribution under § 20 UmwStG. Intended benefit: a structure that carries for ten years instead of two. Next step: a strategy meeting with the figures of the practice.
Frequently asked questions
Yes, without exception: as a corporation, the MVZ-GmbH is a commercial business by virtue of its legal form; corporate income tax and trade tax arise irrespective of the fact that only physicians carry out the treatments. The medically determined character that decides the freelance professional status in a partnership plays no role here. In return the GmbH offers other advantages; which legal form is more favourable on balance is an arithmetic exercise with your figures.
Yes. VAT is neutral as to the legal form: medical treatment remains exempt if the persons actually carrying out the treatment hold the required qualification; for an MVZ taking part in care under the statutory health insurance system, the institution-related exemption applies in addition. Taxable, by contrast, are services without a therapeutic purpose as well as administrative and support services between companies within an operator structure; that is exactly where the typical VAT surprises arise.
In principle yes: the contribution of your practice in exchange for new shares in the company can be carried out at book value under § 20 UmwStG, so that the hidden reserves in the practice goodwill are not disclosed. The requirements include the transfer of all essential operating assets, limited other consideration, discipline regarding withdrawals during the retroactive period and a timely application at the latest with the first closing balance sheet of the GmbH. We time these steps together with the notary and the licensing procedure.
In a freelance physician partnership, practically not: as soon as a partner only contributes capital, is not medically qualified and active in person, or a corporation joins the circle of partners, the entire income becomes commercial. Participation models for investors therefore regularly run through the MVZ-GmbH, with its corporate income tax and trade tax as the price. Which structure fits your objectives is a matter of calculation and strategy; we deliver both before contracts are drawn up.
Two timelines are decisive: the contribution can be given retroactive tax effect of up to eight months; in this way the cut-off date can be synchronised with the annual financial statements and the licensing procedure. And the application for the book value approach must be filed at the latest with the first tax closing balance sheet of the receiving company; after that it cannot be made up. In between, discipline applies to withdrawals, which can jeopardise the book value approach. That is why we time the notary appointment, the balance sheet and the application together from the outset.
In MVZ projects the articles of association and the latest financial statements of the practices are central. For an initial assessment a few things are enough: the latest business management report (BWA, betriebswirtschaftliche Auswertung) or the latest tax assessment notice (Steuerbescheid), an overview of your service areas and, if available, the current list of accounts. For taking over the ongoing support you receive a short checklist from us; powers of attorney and data access we set up together. You do not have to carry paper folders around: you can submit all documents digitally.
Yes. You submit documents digitally, you receive reports electronically, and we hold meetings by video, by telephone or on site, as you prefer. As a result, the support is not tied to the location of the firm; what counts is the knowledge of the sector, not the postcode. How partners at several locations are involved and which tools are used in concrete terms, we agree together at the start of the project.
For MVZ structures the framework depends on the number of units and the scope of the project. The fee follows the German fee regulation for tax advisors (Steuerberatervergütungsverordnung) and depends on the values in dispute, the scope of services and the effort involved; for ongoing services flat-fee agreements are possible. You receive a reliable offer after the initial consultation; for that, the latest report, the number of documents and the desired components are sufficient. We do not consider invented fixed prices without a look at your practice to be serious.
Your next step
Planning to set up an MVZ or to restructure one? Arrange a strategy meeting. After your enquiry you receive a confirmation of receipt; your permanent contact person will then get in touch. Still getting your bearings? We answer the most frequent questions directly at the top of this page.