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Transfer of securities from a GmbH to a shareholder

Hello, I have the following question:

A GmbH does not distribute its profits, but instead invests them in securities (approximately 95 T€), individual values with acquisition costs see attachment.

The value of these securities has been decreasing in the last few months, so that the current value of the portfolio is now approximately 72 T€.

The managing director and sole shareholder of the GmbH decides to dissolve the GmbH for age reasons (age 55 years).

The securities are not to be sold, but transferred from the GmbH to a private portfolio, as the shareholder expects the value of the securities to increase towards 100 T€ in the next few years as the current financial crisis eases and the mostly fixed-interest securities mature.

What is the tax situation?
Which taxes and how much does the managing director and sole shareholder have to pay in order to transfer the securities purchased with the profits of the GmbH from the GmbH portfolio to his private portfolio as part of the GmbH dissolution?

How is this transfer done? Through a simple portfolio transfer?

Who is responsible for paying the taxes incurred, the GmbH or the shareholder?

Oliver Burchardt

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. Adding, changing, or omitting information can potentially alter the outcome significantly.

If the securities are transferred from the GmbH to the shareholder without consideration, this constitutes a so-called hidden profit distribution.

Specifically, this means that the GmbH must record a loss equal to the book value, as there is no consideration for the transfer of the securities. However, this loss is added back to the result for tax purposes. Therefore, there is no additional tax burden compared to the situation without this distribution.

At the shareholder level, the hidden profit distribution is taxed at the book value. The flat rate tax of 25% plus solidarity surcharge and possibly church tax apply. This tax is to be paid by the shareholder, but may be withheld by the GmbH as withholding tax and remitted to the tax office.

As for how the securities are technically transferred, you should clarify this with your bank. From a tax perspective, this question is irrelevant.

I hope my explanations have been helpful in addressing your query.

Kind regards,

Oliver Burchardt
Certified Public Accountant
Tax Consultant

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Oliver Burchardt