Selling a GmbH: Tax in a Share Deal and an Asset Deal

When a GmbH is sold, the transaction structure decides the tax burden. Two routes are open: the sale of the shares (share deal) or the sale of the individual assets out of the company (asset deal). Both lead to the same economic goal, but to very different results for tax purposes. Seller and buyer often have opposing interests here.

Which structure is more favourable in the specific case is decided in the sales process itself — see our page on selling GmbH shares with a tax-coordinated structure.

This article sets out the tax logic. It is not tax or legal advice. The actual burden depends on the individual situation, on the history of acquisition costs, on loss carryforwards and on detailed rules. Bring in a tax advisor and a lawyer without fail before you fix a structure.

How much tax is payable in 2026 on the sale of a GmbH?

Of EUR 100 of gain on disposal, in a share deal from private assets around EUR 71.5 remain in Germany and EUR 72.5 in Austria; in an asset deal with subsequent distribution it is around EUR 51.7 and EUR 55.8 respectively.

Route (per EUR 100 of gain, legal position 2026)	Germany	Austria
Share deal, natural person (DE: shareholding from 1 %)	EUR 28.5 tax, EUR 71.5 remain (60 % × 45 % income tax + 5.5 % solidarity surcharge; § 17, § 3 no. 40, § 32a EStG)	EUR 27.5 tax, EUR 72.5 remain (§ 27a EStG 1988)
Share deal via a holding GmbH, without distribution	around EUR 1.5 tax, EUR 98.5 remain (5 % taxable as a flat rate, § 8b KStG)	EUR 23 tax, EUR 77 remain for a domestic shareholding (§ 22 KStG 1988); tax-exempt only for an international affiliation (§ 10 KStG 1988)
Asset deal, gain in the GmbH, then distribution to a private individual	around EUR 48.3 tax, EUR 51.7 remain (15 % corporate income tax + solidarity surcharge + trade tax, then 25 % flat-rate withholding tax + solidarity surcharge)	around EUR 44.2 tax, EUR 55.8 remain (23 % KöSt, then 27.5 % KESt)

Assumptions: top tax rate, no church tax, trade tax multiplier of 400 percent, no option for the partial income method on the distribution, no loss carryforwards. Statutes retrieved on 24.09.2026 at Gesetze im Internet and in the RIS. The values are a model calculation, not a tax calculation for your case.

Between the most favourable and the least favourable route in Germany lie almost EUR 47 per EUR 100 of gain. That is why the structure question can outweigh the difference between two purchase price offers.

Share deal: sale of the shares

In a share deal the shareholders sell their GmbH shares. The company itself remains unchanged, only the owner changes. Contracts, permits and employment relationships continue, because the legal entity remains the same. This is the more frequent route when a healthy company is sold.

How the sales gain is taxed depends on who holds the shares.

If a natural person sells a GmbH shareholding, the capital gain in Austria falls under income from capital assets. It is taxed at the special tax rate of 27.5 percent. The tax base is the sale proceeds less the acquisition costs, that is, the paid-in share capital, any capital increases and a previous purchase price. When this rate is applied, costs connected with the sale are not deductible.

If, on the other hand, a corporation sells the shareholding, a different regime applies — and this is where a common error lies. If an Austrian holding GmbH sells its shareholding in a domestic GmbH, the gain is subject to corporate income tax of 23 percent (§ 22 KStG 1988). Under § 10 KStG 1988, the ongoing profit distributions of domestic subsidiaries are tax-exempt, but not their sale.

An exemption for gains on disposal exists only for an international affiliation (internationale Schachtelbeteiligung), that is, a shareholding of at least ten percent in a foreign corporation that has been held for at least one year. In return, disposal losses and write-downs to going-concern value are not tax-effective there, unless the option for tax liability has been exercised.

Asset deal: sale of the assets

In an asset deal the GmbH sells its individual assets, that is, plant, inventories, customer relationships, brands. The purchase price flows into the GmbH, not directly to the shareholders. At the level of the GmbH a gain on the disposal of the business arises, which is subject to corporate income tax. If the shareholders then want to withdraw the money, the distribution is taxed a second time. This economic double burden is the central disadvantage of the asset deal from the seller's perspective.

The buyer sees it the other way round. It can recognise the acquired assets anew and depreciate them, which lowers its future tax burden. It is precisely this depreciation base that it largely lacks in a share deal. The conflict of interest between buyer and seller over the structure is therefore regularly a subject of negotiation.

Share deal and asset deal compared

Feature	Share deal	Asset deal
Object of purchase	GmbH shares	Individual assets
Legal entity	Remains in place	Remains with the seller GmbH
Taxation of seller (natural person, AT)	Capital gain at 27.5 %	23 % KöSt in the GmbH, then 27.5 % KESt on the distribution
Taxation of seller (corporation, AT)	23 % KöSt for a domestic shareholding; tax-exempt only for an international affiliation	Gain in the GmbH at 23 % KöSt
Depreciation base for buyer	Low	Revaluation possible
Transfer of contracts	In principle automatic	To be transferred individually
Tendency of preference	Rather seller	Rather buyer

Germany: share deal from private assets

In Germany it is first the size of the shareholding that decides which tax regime applies at all.

If the seller held, directly or indirectly, at least one percent of the capital within the last five years, the gain on disposal falls under § 17 EStG and counts as income from a trade or business. Taxation is under the partial income method: 40 percent of the gain remains tax-free, 60 percent is subject to the personal income tax rate. Correspondingly, acquisition and disposal costs are also deductible only at 60 percent — the advisor fees of a sales process therefore have only a proportionate tax effect.

§ 17 para. 3 EStG additionally grants an allowance of EUR 9,060, relating to the shares sold. It is reduced by the amount by which the gain on disposal exceeds the proportionate part of EUR 36,100. At the scale of a real company transaction it is thus fully used up and plays practically no role.

If the shareholding was permanently below one percent, it remains income from capital assets under § 20 para. 2 EStG and thus the flat-rate withholding tax of 25 percent plus solidarity surcharge and, where applicable, church tax.

The difference from Austria is thus systematic and not merely one of degree: Austria taxes the capital gain at a flat 27.5 percent, regardless of the personal tax rate. Germany ties the burden for relevant shareholdings to the individual tariff — which at the top tax rate of 45 percent – from taxable income of EUR 277,826 in 2026 (§ 32a EStG) – leads to an effective burden of around 28.5 percent of the gain including solidarity surcharge, somewhat more with church tax. With lower income it is noticeably below that.

Germany: share deal via a holding

If a corporation holds the shares, § 8b KStG applies. The gain on disposal is disregarded in determining income; five percent of it is deemed a non-deductible business expense as a flat rate. With a total burden on the holding from corporate income tax, solidarity surcharge and trade tax of around 30 percent, an effective burden of about one and a half percent of the gain on disposal remains. Unlike in Austria, this exemption depends neither on a minimum shareholding nor on a holding period nor on whether the target company is based in Germany or abroad.

This is the strongest lever in German sales tax law — and the one most often pulled too late. Two restrictions must necessarily be considered.

First, the advantage is a deferral advantage, not a final one. As long as the proceeds stay in the holding and are reinvested there, the rate remains one and a half percent. As soon as a distribution is made, taxation follows at the level of the shareholder.

Second, a holding cannot be inserted shortly before signing. Those who contribute existing GmbH shares to a holding by way of a share-for-share exchange trigger the lock-up period of § 22 UmwStG: if the holding sells the contributed shares within seven years, a contribution gain II (Einbringungsgewinn II) is taxed retroactively. This melts away by one seventh for each elapsed calendar year, so that the structure develops its full effect only after seven years. In addition there is an annual duty of proof until 31 May. Those who consider selling their GmbH in the foreseeable future therefore decide on the structure not in the year of sale but years before.

Germany: asset deal and the double burden

If the GmbH sells its assets instead of the shareholder selling his or her shares, the gain arises at the level of the company and is subject there to corporate income tax with solidarity surcharge and trade tax — depending on the multiplier together around 30 percent. The proceeds are then in the GmbH, not with the shareholder. Only the distribution brings them into private assets, and it is taxed a second time.

Arithmetically this means: of EUR 100 of gain on disposal around EUR 70 remain after corporate taxation; on these, flat-rate withholding tax plus solidarity surcharge applies on distribution, that is, a good 26 percent. The shareholder thus receives around EUR 51.7 — compared with about EUR 71.5 in a share deal from private assets and around EUR 98.5 in a holding structure without distribution (assumption: trade tax multiplier of 400 percent, top tax rate, no church tax). This spread, not the purchase price, is the real reason why the structure question belongs at the start of a process and not at the end.

The buyer calculates the mirror image: in an asset deal it receives a new depreciation base and can thus claim the purchase price for tax purposes over the useful life. In a properly conducted negotiation it pays for this advantage with a higher purchase price — the seller's tax disadvantage thus becomes negotiable at least in part, if both sides can quantify it.

Corporate income tax from 2028: a time factor for the structure

The German corporate income tax rate falls in five steps. Under § 23 KStG it is 15 percent up to and including 2027, 14 percent in 2028, 13 percent in 2029, 12 percent in 2030, 11 percent in 2031 and 10 percent from 2032.

For the share deal from private assets this changes nothing, because income tax applies there. For the asset deal and for the five percent that remain taxable in a holding under § 8b KStG, on the other hand, the burden falls with each year. Trade tax remains unaffected. With a multiplier of 400 percent, the burden at company level falls from around 29.8 percent in 2026 to around 24.6 percent from 2032.

This alone is rarely a reason to postpone a sale. Market situation, buyer interest and one's own life planning weigh more heavily than a percentage point. Those who plan an asset deal anyway, or who receive parts of the purchase price spread over several years, should include the scale in the calculation.

What else hangs on the German deal for tax purposes

If the company owns real estate, a share deal can also trigger real estate transfer tax. Under § 1 para. 2b GrEStG the taxable event is met if, within ten years, at least 90 percent of the shares in a corporation owning real estate pass to new shareholders; parallel events exist for partnerships and for the unification of shares in one hand. The threshold was lowered from 95 to 90 percent as of 1 July 2021 and the relevant period extended from five to ten years. For real-estate-heavy companies this is a cost block of its own that belongs in the purchase price negotiation.

In Austria the rules were tightened by the Budget Accompanying Act 2025. Since 1 July 2025 a share deal triggers real estate transfer tax if, within seven years, at least 75 percent of the shares in a partnership or corporation owning real estate pass to new shareholders (§ 1 para. 3 GrEStG 1987); previously the threshold was 95 percent and the period five years (Brandauer Rechtsanwälte, 07.02.2026). The tax rate is in principle 0.5 percent, for real estate companies 3.5 percent of the fair market value (§ 7 GrEStG 1987).

The company's loss carryforwards also hang on the transfer of shares. Under § 8c KStG, unused losses are forfeited in full if, within five years, more than 50 percent of the shares or voting rights pass to an acquirer. The earlier proportionate reduction for acquisitions above 25 percent lapsed following the decision of the Federal Constitutional Court of 29 March 2017. The losses can be preserved through the group clause, through the hidden-reserves clause or through the going-concern-bound loss carryforward under § 8d KStG. For the buyer this is an item relevant to valuation: a loss carryforward that is forfeited at closing is no argument for the purchase price.

Finally, the time of taxation itself is a bargaining chip. Purchase price components that flow only later — earn-outs, retentions, vendor loans — are not treated uniformly for tax purposes; whether they are captured in the year of disposal or in the year of receipt depends on their structure and should be clarified before signing.

For the question of what your company is worth at all, a structured business valuation helps; a first order of magnitude is provided by the company value calculator as a starting point for the net calculation after tax. We support the overall structure of a sale in our service Selling a company; you will find the GmbH-specific process on the page Selling a GmbH. A fundamental comparison of the structures can be found in the article Asset deal or share deal.

A special case is the succession of a practice — more on this on our page Selling a tax advisory practice.

Frequently asked questions

Is the share deal always cheaper than the asset deal?

Not across the board. For the seller the share deal is often more attractive for tax purposes, because the double burden does not arise. The buyer frequently prefers the asset deal because of the depreciation base. The result depends on the individual case.

What tax rate applies in Austria to the sale of shares by a private individual?

The capital gain is subject to the special tax rate of 27.5 percent. The tax base is the proceeds less the acquisition costs.

What does the international affiliation privilege mean?

Under certain conditions it exempts gains on disposal from shareholdings in foreign corporations from corporate income tax. In return, corresponding losses are not deductible, unless the option for tax liability is exercised.

Why does an asset deal create a double burden?

The gain is taxed first at the level of the GmbH. If the proceeds then flow to the shareholders as a distribution, they are taxed a second time.

How much tax do I pay in Germany on the sale of my GmbH?

For a shareholding of one percent or more held as private assets, the partial income method under § 17 EStG applies: 60 percent of the gain is subject to the personal tax rate, so at the top tax rate in 2026 around 28.5 percent effective including solidarity surcharge. If a holding holds the shares, the gain remains disregarded under § 8b KStG except for five percent — effectively around one and a half percent, as long as there is no distribution.

Is a holding before the GmbH sale still worthwhile?

Only with lead time. Those who contribute shares by way of a share-for-share exchange trigger the lock-up period of § 22 UmwStG: on a sale within seven years, a contribution gain II is taxed retroactively, melting away by one seventh for each elapsed year. A contribution shortly before signing therefore brings hardly any advantage.

Does a share deal trigger real estate transfer tax?

Only if the company holds real estate and, within ten years, at least 90 percent of the shares pass to new shareholders (§ 1 para. 2b GrEStG). The threshold was lowered from 95 to 90 percent as of 1 July 2021, and the period extended from five to ten years.

Is a sale via an Austrian holding tax-free?

Only for an international affiliation. If an Austrian holding GmbH sells shares in a domestic GmbH, the gain is subject to corporate income tax of 23 percent (§ 22 KStG 1988). Under § 10 KStG 1988, only the ongoing profit distributions are tax-exempt.

Does the reduction of corporate income tax from 2028 change anything in a GmbH sale?

Not for a share deal from private assets. For the asset deal and the holding structure, the burden at company level falls step by step, because the corporate income tax rate under § 23 KStG falls from 15 percent until 2027 to 10 percent from 2032.

Can this article replace tax advice?

No. It sets out the mechanics. The actual burden depends on many individual factors. Bring in a tax advisor and a lawyer before every decision.

The guide Selling a GmbH puts the entire sales process of a GmbH in context.

For the Austrian perspective on the same transaction: Taxes on a company sale in Austria.

Those who hold the shares through a company sell on different terms: Sale via a holding: how § 8b KStG lowers the tax rate.