Selling a GmbH in Austria: What Remains After Tax

When a natural person sells their GmbH shares in Austria, roughly three quarters of the capital gain remain after the special tax rate of 27.5 %. How much that is in concrete terms depends almost entirely on one figure: the acquisition cost. A worked example shows the mechanics.

For the sale of an Austrian limited company, our approach to selling a GmbH covers the process from valuation to the notarial deed.

The tax system — share deal versus asset deal, Austria versus Germany — is covered in Selling a GmbH: taxes. This article answers the question sellers ask at the end: what arrives net?

The worked example: a sale at EUR 2 million

Starting point: a founder holds 100 % 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 cost (share capital)	EUR 35,000
= Capital gain	EUR 1,965,000
× Special tax rate 27.5 %	EUR 540,375
Net after tax (proceeds − tax)	EUR 1,459,625

Around 73 % of the purchase price remains. The example is deliberately simplified: no transaction costs, no earlier acquisitions, no special situations. But it shows the core logic — and that the special rate makes the outcome plannable for sellers.

What counts as acquisition cost?

The paid-in share capital, later capital increases and — if the shares were once purchased — the former purchase price (source: Austrian Economic Chamber, WKO). The higher the acquisition cost, the smaller the taxable gain.

One detail with consequences: under the special rate, expenses connected with the sale — such as advisor or valuation fees — are not deductible. They reduce the net proceeds, not the tax.

When does standard taxation pay off?

On application, the general income tax scale can be applied instead of the 27.5 %. That is only attractive if the average tax rate falls below 27.5 % — say, with a small gain and little other income, or where losses from other capital income can be offset. In a seven-figure sale, the special rate is virtually always the better option.

Does a holding change the calculation?

Yes — but differently than many expect.

If an Austrian holding GmbH sells its stake in a domestic subsidiary, the gain is subject to corporate income tax of 23 %. Tax-free is only the special case of the international participation exemption (at least 10 % in a foreign company, held for over a year).

The real point: the money then sits in the holding, not in private hands. Distributing it to the shareholder costs another 27.5 % withholding tax. Anyone who wants the proceeds privately right away gains nothing from the holding — in the domestic case they tend to pay more in total. Its advantage lies in deferral: if the proceeds stay in the holding and are reinvested, the capital works before the second tax layer.

Moreover, setting up a holding structure shortly before the sale regularly fails for tax purposes — reorganisations need years of lead time, not months. That belongs to long-term exit preparation.

And if the GmbH sells its assets instead?

Then it is an asset deal with two tax layers: corporate income tax on the gain inside the GmbH, withholding tax on the subsequent distribution. In total, that is usually considerably more expensive for the shareholder than the share sale at 27.5 % — one reason sellers prefer the share deal. Details including the Austrian specifics are in Asset deals in Austria.

This article is an orientation with simplified examples and no substitute for tax advice. Loss carryforwards, acquisition cost history, earn-out clauses or foreign elements change the calculation — have your situation modelled by a tax advisor before signing.

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

For natural persons, 27.5 % on the capital gain (proceeds minus acquisition cost). At EUR 2 million proceeds and EUR 35,000 share capital, that is EUR 540,375 in tax — roughly 73 % of the price remains net.

Is the entire purchase price taxed, or only the gain?

Only the gain: sale proceeds minus acquisition cost (share capital, capital increases, former purchase price). The part of the price returning your acquisition cost is tax-free.

Does a holding save tax on a GmbH sale?

For the sale of a domestic stake with immediate private withdrawal: no. The benefit arises only through deferral — when proceeds stay in the holding and are reinvested. And the structure must be in place years before the sale, not weeks.

Selling a company is the most important transaction of an entrepreneur's life. Get independent, discreet guidance — IGCP Capital Partners. → igcp.at