Mergers & Acquisitions

How are the sale of GmbH shares taxed?

The taxes payable on the sale of shares vary depending on the amount and duration of the shareholding. Similarly, heirs or recipients of a gift must pay attention to what taxes apply.

Before the modernisation of the GmbH Act, explicit attention was paid to the participation rate of the donor, deceased or seller within the last five years, whereas shares sold since 2009 are taxed as income from capital assets in accordance with Section 20 (2) no. 1 EStG. Capital gains are calculated by subtracting the acquisition costs (share capital/Stammkapital, previous purchase of shares) from the selling price and are subject to a 25% income tax in accordance with § 32d EStG. Furthermore, the solidarity surcharge (Solidaritätszuschlag) and church tax (Kirchensteuer), if applicable, are added.

In addition, the saver’s flat tax deduction (Sparerpauschbetrag) is taken into account in the taxation; for singles, this amounts to €801, and €1602 annually for married couples. Anyone whose capital income is below this amount does not have to pay any taxes.