Free transfer of company shares or sale?
April 14, 2021 | 60,00 EUR | answered by Steuerberater Knut Christiansen
Good day,
The situation is as follows:
A non-profit GmbH (A) with 1 managing partner owns the majority shares (50.1%) in another non-profit GmbH (B) as a subsidiary. These shares are to be transferred free of charge to a private individual, who is the managing director and also a partner of the second GmbH (B). The partners of both companies are a married couple. Objectives: the managing director of the second GmbH should be the sole managing partner, and the first GmbH should no longer have any shares in the second GmbH. What is the most tax-efficient approach in this situation? Can the gift tax exemption of €20,000 be applied here?
Thank you and kind regards,
A. Aldag
Good morning,
the transfer of shares in gGmbH B to a shareholder or a person closely related to them can only take place within the framework of a paid transfer. Otherwise, there would be a hidden distribution of profits (vGA), which would be subject to capital gains tax. Therefore, the value of the shares of B would need to be determined and a purchase price agreed upon. The purchase price can generally be freely negotiated, but should still be market-oriented. For example, if this gGmbH has equity of 100,000 EUR, a value lower than that would be difficult to justify to the tax authorities. The key to a tax-optimal transfer is therefore to set the value of the stake as low as possible, but still realistic.
A gift from the gGmbH or the use of the tax-free allowance would not be possible.
I hope this answers your question, but if not, feel free to ask further questions at no cost.
I would like to point out that this forum cannot replace a detailed and personal tax consultation, but is mainly 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
