Taxation of GmbH sale
July 5, 2011 | 50,00 EUR | answered by Oliver Burchardt
Person A holds 67%, Person B 33% of a GmbH X in their private assets. It is agreed that the 67% should be transferred from Person A to Person B at a price of €300,000. If the purchase sum of €300,000 is to be privately financed by Person B, this would be done with already taxed money (private assets). Is there a more tax-efficient option, for example, by establishing a GmbH Y in which Person B holds 100% of the shares, which would then acquire the 67% from Person A and be able to claim the costs as tax deductible? Are there typical models for this (management company, holding company, etc.)? Can the 33% of GmbH X owned by Person B effectively purchase Person A's shares and claim the costs through GmbH X? Are there any other suggestions? Is it correct that Person A has to pay taxes on the €300,000 after the flat-rate tax has been applied? Will the amount be subject to further taxation afterwards (income from business operations, income tax, etc.), or is the flat-rate tax the only tax applicable?
Dear inquirer,
Thank you for your inquiry, which I am happy to answer as part of an initial consultation.
Please note that the tax assessment is based on the information provided.
The acquisition costs of the GmbH shares cannot be claimed as an expense either by you or by a GmbH. Even if you establish a GmbH and acquire the shares through it, you will not generate tax-deductible expenses, as you have acquired an asset that requires activation with the shares.
If you finance the shares with external funds, you are also not allowed to deduct financing costs such as interest. However, you can apply for the taxation of the profits from the GmbH under the partial income procedure according to § 32d para. 2 No. 3 EStG. In this case, the flat-rate withholding tax does not apply, but you must tax 60% of the profits you draw from the GmbH at your regular tax rate, while you can deduct all expenses that reduce taxes. If you are considering this, I recommend seeking detailed tax advice.
In principle, profits from the sale of GmbH shares are subject to the flat-rate withholding tax according to § 20 para. 2 No. 1 EStG if the shares are held in private assets. According to your statements, this is the case.
I hope my explanations have helped you.
Sincerely,
Oliver Burchardt
Tax Advisor
