Capital gain GmbH
March 30, 2021 | 50,00 EUR | answered by Steuerberater Knut Christiansen
The shares of my GmbH were previously in the business assets of my sole proprietorship, which operated as a sole proprietorship. I have sold the sole proprietorship (asset deal) and dissolved my commercial activities. Therefore, the shares of the GmbH have passed into my personal assets. The GmbH is dormant and no longer engaged in any business activities. The balance sheet looks approximately like this: Assets: Cash 950,000€ Liabilities: Share capital 150,000€ Retained earnings 800,000€ The book value of the GmbH in the balance sheet of the sole proprietorship was 150,000€ = share capital. The tax office now sees a disposal proceeds of 800,000€ (according to the partial value method). I thought there would be no disposal gain, since the share capital was acquisition costs and the retained earnings had already been taxed. Is the tax office's view correct? The GmbH is now to be liquidated, would capital gains tax of 200,000€ still be due from the retained earnings?
Good day and thank you for using frag-einen.com!
I would like to answer your question as part of an initial consultation.
By transferring the GmbH participation to private assets, the sole proprietorship is valued at its fair market value. In this process, hidden reserves (in this case = retained earnings) must be dissolved and taxed (partial income procedure, with an approach of 60%). The retained earnings so far only include a charge for corporate and trade tax. It is correct that income tax will now also be incurred upon transfer to you.
However, through the withdrawal at fair market value, you now have higher acquisition costs for the participation in private assets. You can now deduct the fair market value = 950,000 EUR as acquisition costs in the context of liquidation. This way, there is no double taxation of the distributed retained earnings.
I hope this answers your question, otherwise feel free to ask for further clarification at no cost.
I would like to point out that this forum cannot replace detailed and personalized tax advice, but is primarily intended to provide an initial tax assessment. By adding or omitting relevant information, the legal assessment of your issue could be different.
Best regards,
Knut Christiansen
Tax consultant
