Selling a GmbH in Austria: What Remains After Tax

When an individual sells GmbH shares in Austria, roughly three quarters of the capital gain on disposal remains after the special tax rate of 27.5 percent. How much that is in concrete terms depends on almost only one figure: the acquisition cost. A worked example shows the mechanics.

The process of a share sale of a GmbH and our support with it are described in Selling a GmbH.

The tax system — share deal versus asset deal, Austria versus Germany — is set out in the article Selling a GmbH: taxes. The complete process under Selling a GmbH is described on our service page. Here the question is the one sellers ask in the end: what arrives net?

How much remains net after a GmbH sale? The worked example at EUR 2 million

With a sale price of EUR 2 million and acquisition costs of EUR 35,000, around EUR 1.46 million remains after tax. The starting position: a founder holds 100 percent of a GmbH, share capital of EUR 35,000 fully paid in, no capital increases. He sells all shares for EUR 2,000,000 (share deal).

Item	Amount
Sale proceeds	EUR 2,000,000
− Acquisition costs (share capital)	EUR 35,000
= Capital gain on disposal	EUR 1,965,000
× special tax rate 27.5 %	EUR 540,375
Net after tax (proceeds − tax)	EUR 1,459,625

Around 73 percent of the purchase price remains. The example is deliberately simplified: no incidental sale costs, no earlier purchases, no special constellations. But it shows the core logic — and that the special tax rate is predictable for sellers. The rate itself is secure: according to the WKO (status of the page: 01.05.2026), the special tax rate for income from capital assets is 27.5 percent, and gains from the sale of GmbH shares are according to it taxable regardless of holding period and size of the holding, provided it concerns new assets after 31.12.2010.

The framework for the purchase price is set by a sound company valuation. A first, non-binding range is provided by the company value calculator.

Three purchase prices, the same logic

The net ratio hardly changes with the level of the purchase price, because the tax rate is not progressive. With the same EUR 35,000 acquisition costs, the result is:

Sale price	Capital gain on disposal	Tax (27.5 %)	Net	Share of price
EUR 500,000	EUR 465,000	EUR 127,875	EUR 372,125	74.4 %
EUR 2,000,000	EUR 1,965,000	EUR 540,375	EUR 1,459,625	73.0 %
EUR 5,000,000	EUR 4,965,000	EUR 1,365,375	EUR 3,634,625	72.7 %

As the price rises, the ratio approaches 72.5 percent, because the acquisition costs weigh less and less. Decisive is therefore not the size of the sale, but the level of the acquisition costs — and whether they are properly documented.

What counts as acquisition costs?

The paid-in share capital, later capital increases and — if the shares were once bought — the purchase price at the time (source: WKO). The higher the acquisition costs, the smaller the taxable gain. According to the WKO's presentation, gains from shares acquired before 01.01.2011 are tax-free; whether such old holdings exist should be clarified before the sale, because special cases can change the finding.

A detail with consequences: under the special tax rate, expenses connected with the sale are not deductible. The WKO speaks of a ban on deducting related expenses, BDO Österreich expressly names the costs of drawing up the contract. Advisor or expert costs therefore reduce the net proceeds, not the tax. If EUR 100,000 of incidental costs arise in the example above, the net does not fall on the basis of a smaller gain, but simply from EUR 1,459,625 to EUR 1,359,625.

Who reports the sale — and when?

Unlike securities in a bank custody account, with GmbH shares held as private assets nobody automatically takes care of the tax. According to BDO Österreich, sellers must report the gain themselves in the tax return and pay the tax to the tax office; as the usual deadline for electronic filing, BDO cites 30 June of the following year. Losses from such a sale can be offset there only against capital gains of the same kind in the same year, cannot be carried forward and cannot be offset against other types of income.

In practice this means: the purchase price flows, the tax only falls due later. Anyone who has already reinvested the proceeds should set aside the tax payment in the year of sale — a planning question that your tax advisor clarifies with you.

When does standard taxation pay off?

On application, the general income tax scale can be applied instead of the 27.5 percent. The WKO points out that this can make sense if the average tax rate is below 27.5 percent, and that the option applies to all capital income — selective application is excluded. BDO cites as a rule of thumb for 2026 an income of up to around EUR 68,000.

The 2026 tax brackets according to USP: 0 percent up to EUR 13,539, then 20, 30, 40 and 48 percent, 50 percent between EUR 104,859 and EUR 1,000,000 and 55 percent above (limited to 2029). Two simplified calculations (without other income, without tax credits):

Capital gain on disposal	Tax at 27.5 %	Tax under scale	Average tax rate under scale
EUR 50,000	EUR 13,750	around EUR 11,450	around 22.9 %
EUR 265,000	EUR 72,875	around EUR 116,220	around 43.9 %

With a small gain and little other income, the scale can therefore be cheaper; with a gain equivalent to a purchase price of around EUR 300,000 it no longer is. In a million-euro sale, the special tax rate is practically always the cheaper variant.

Does a holding change the calculation?

Yes — but differently from what many expect.

If an Austrian holding GmbH sells the participation in a domestic subsidiary, the gain is subject to corporation tax of 23 percent (according to the WKO since 2024). Only the special case of the international participation exemption is tax-free: at least 10 percent in a foreign company, held without interruption for at least one year (WKO). The WKO also points out that the exemption lapses where foreign taxation is low; the threshold there is, from 2026, 15 instead of the previous 12.5 percent.

The real point: the money is then in the holding, not private. Distribution to the shareholder costs a further 27.5 percent KESt (WKO: two levels of taxation, corporation tax of 23 percent and KESt of 27.5 percent). The same sale calculation, simplified with full distribution and without return of contributions:

Item	Direct sale by an individual	Sale by holding, then full distribution
Tax on capital gain on disposal	EUR 540,375 (27.5 %)	EUR 451,950 (corporation tax 23 %)
Tax on distribution	—	around EUR 425,714 (KESt 27.5 % on EUR 1,548,050)
Net to the shareholder	EUR 1,459,625	around EUR 1,122,336

Anyone who wants to withdraw the proceeds privately straight away therefore gains nothing with the holding — in the domestic case he pays more in total. Its advantage lies in deferral: if the proceeds stay in the holding and are reinvested, the capital keeps working before the second level of tax.

In addition: setting up a holding structure only shortly before the sale regularly does not work for tax purposes — reorganisations need a lead time of years, not months. That belongs in long-term exit preparation.

And if the GmbH sells its assets instead?

Then it is an asset deal with two levels of tax: corporation tax on the gain in the GmbH, KESt on the subsequent distribution. In total this is usually considerably more expensive for the shareholder than a share sale at 27.5 percent — one of the reasons why sellers prefer the share deal. The details, including Austrian particularities, are in the article Asset deal in Austria.

This article is a classification with simplified examples and does not replace tax advice. Loss carry-forwards, acquisition cost history, earn-out clauses or foreign connecting factors change the calculation — have your situation worked through by a tax advisor before signing the contract. Status of the details and sources: 30 September 2026.

Frequently asked questions

How high is the tax on a GmbH sale in Austria?

For individuals, 27.5 percent on the capital gain on disposal (proceeds minus acquisition costs). With EUR 2 million proceeds and EUR 35,000 share capital, that is EUR 540,375 tax — around 73 percent of the purchase price remains net.

Is the entire purchase price taxed or only the gain?

Only the gain: sale proceeds minus acquisition costs (share capital, capital increases, earlier purchase price). The part of the purchase price that repays your acquisition costs is tax-free.

Can I deduct advisory costs from the gain?

For private assets no: expenses connected with the sale are not deductible under the special tax rate. They reduce the net proceeds, not the tax.

Does a holding save tax on a GmbH sale?

When selling a domestic participation with immediate private withdrawal: no. The advantage arises only through deferral — if the proceeds stay in the holding and are reinvested. And the structure has to be in place years before the sale, not weeks.

A company sale is the most important transaction of an entrepreneur's life. Get independent and discreet support — IGCP Capital Partners. → igcp.at

For the Austrian perspective on the same process: Selling a GmbH in Austria.

For German shareholders with a holding structure, a separate calculation applies: Sale via a holding.