Tax Changes in 2027 for Business Sellers: What Changes in Germany and Austria

In 2027 more changes for owners who want to sell or hand over their business in Germany and Austria than in previous years – but not all of it is law yet. In Austria the key points were enacted with the Budget Accompanying Act 2027-2028. In Germany the two biggest topics, inheritance tax and the top income tax rate, still depend on the Federal Constitutional Court and the Bundestag respectively. This overview therefore separates clearly between enacted, draft and open.

How a sale works step by step is described on our page selling your company. This article is about the framework that shifts from 2027. All information as of 08.10.2026; an overview, not legal or tax advice.

Which 2027 changes affect business sellers?

Eleven changes are relevant for sellers and successors: five in Germany, four in Austria, two at EU level. The table shows timing and status.

Country	Change	From	Status
DE	Inheritance tax: proceedings on the relief for business assets	Ruling expected 2027	open
DE	Top rate of 47 % from 280,000 euros taxable income	2027	draft
DE	Corporate income tax falls gradually from 15 % to 10 %	2028 to 2032	enacted
DE	Minimum wage 14.60 euros, flat tax on mini-jobs 5 %	01.01.2027	minimum wage enacted, mini-jobs draft
DE	E-invoicing duty above 800,000 euros prior-year turnover, higher interest on back taxes	2027	e-invoicing enacted, interest draft
AT	Shareholder current account: deemed distribution	Financial years ending in 2027	enacted
AT	Higher real estate income tax on old holdings	Contracts from 01.01.2027	enacted
AT	Corporate income tax 24 % on profits above 1 million euros	2028	enacted
AT	Profit allowance only for physical investments	2027 to 2029	enacted
EU	Cash payment cap of 10,000 euros	10.07.2027	enacted
EU	New foreign investment screening rules	expected early 2028	enacted

What the table does not show: for most changes, the decisive factor is not the industry but the structure. Whether you sell a GmbH or a partnership, whether the business property is held privately, whether the current account is settled.

Germany: what changes?

Inheritance tax: what happens to the relief?

The Federal Constitutional Court hears the inheritance tax cases on 12 and 13 October 2026, on the second day directly on the relief for business assets. A ruling is expected in 2027. Until then the 85 and 100 per cent relief applies unchanged.

The risk: in 2014 the court granted no protection for arrangements made from the day the judgment was pronounced. There is no political draft bill; the SPD's "FairErben" concept is rejected by CDU/CSU. Details and scenarios: inheritance tax before the Federal Constitutional Court.

Top tax rate: what remains of the sale proceeds?

The government draft of the Income Tax Reform Act 2027 lowers the threshold for the 45 per cent top rate to 250,000 euros and introduces a new rate of 47 per cent from 280,000 euros of taxable income. The cabinet adopted the draft on 02.09.2026; the first reading in the Bundestag is scheduled for 08.10.2026. The Bundesrat must consent.

This matters for sellers because a capital gain almost always lifts taxable income above this threshold in the year of sale.

What you sell	Affected?
Sole proprietorship or partnership interest (§ 16 EStG)	Yes, the gain is taxed at income tax rates; the reduced rate under § 34(3) EStG also depends on the average rate
GmbH shares held privately, stake of 1 % or more (§ 17 EStG)	Yes, 60 % of the gain is taxable (partial income method)
GmbH shares held via a holding GmbH (§ 8b KStG)	No, the holding pays corporate tax, not income tax

A simplified example: you sell your privately held GmbH shares with a gain of 2 million euros. 1.2 million euros are taxable. On the part above 280,000 euros, 2 percentage points more apply. That is around 18,400 euros of income tax plus solidarity surcharge, roughly 20,000 euros of additional burden in total. Assumptions: no other income, no church tax, draft enacted unchanged.

That is noticeable, but no reason for a rushed sale. Closing in 2026 is not realistic anyway for processes that start today. How a holding structure works is explained in our article on selling through a holding company.

Corporate tax: why GmbH values can rise

Under the 2025 investment programme, corporate income tax falls by one point a year from 2028, from 15 to 10 per cent in 2032. The retained-earnings rate for partnerships falls in parallel from 28.25 to 25 per cent. This is enacted law.

For sellers, the valuation effect counts. Buyers value companies on future after-tax earnings. If tax falls, after-tax earnings rise and so, as a rule, does the value of a GmbH. How buyers calculate is shown on our company valuation page.

Together with the higher top rate, this creates an imbalance: corporations are relieved, owners of partnerships burdened.

Minimum wage and mini-jobs: pressure on labour-intensive businesses

The minimum wage rises to 14.60 euros on 01.01.2027. Under the draft Income Tax Reform Act, the flat tax on mini-jobs rises from 2 to 5 per cent at the same time.

Businesses with a high share of staff costs – building cleaning, security services, hospitality, bakeries, retail – feel both in their margins. Buyers value on the basis of earnings. If costs rise in 2027, buyers already price that in today.

E-invoicing and interest on back taxes: two new due diligence items

From 01.01.2027, companies with prior-year turnover above 800,000 euros must issue e-invoices; from 2028, all companies. Anyone who has not implemented this has an open issue in due diligence.

Under the draft Annual Tax Act 2026, interest on tax arrears also doubles from 2027, from 0.15 to 0.3 per cent per month. Tax risks from past years thus become more expensive for buyers – tax clauses in the purchase agreement gain weight.

Austria: what changes?

The Budget Accompanying Act 2027-2028 has been published in the Federal Law Gazette since 29.07.2026 (BGBl. I No. 62/2026). Four changes affect owners who want to sell or hand over. There is still no inheritance or gift tax, and we found no changes to the half-rate taxation of business disposals.

Shareholder current account: what applies from 2027?

Receivables of a GmbH from its shareholders will be treated as distributions unless they are settled by the balance sheet date or converted into an arm's-length loan documented in writing. The deemed distribution is subject to 27.5 per cent capital gains tax. It applies for the first time to financial years ending in calendar year 2027.

The rule also covers indirect shareholders and related parties. Below 50,000 euros it does not apply.

For sellers this matters twice. Buyers already require an open current account to be settled before closing – usually through a distribution or by netting against the purchase price. From 2027, an account that simply stays open also has its own tax consequence. Anyone who wants to sell should resolve this with their tax advisor before the first buyer sees the balance sheet. Rule, worked example and options in detail: shareholder current account from 2027.

Real estate income tax: more expensive for old holdings

For property that was not subject to tax on 31.03.2012 (old holdings), the effective tax rises from 4.2 to 6 per cent of the sale proceeds, for land rezoned later from 18 to 21 per cent. The reason is the reduction of the flat-rate acquisition costs from 86 to 80 per cent and from 40 to 30 per cent respectively. Decisive are purchase agreements concluded after 31.12.2026.

Mainly affected are owners who hold the business property privately and lease it to their GmbH, and sole proprietors with their own land. If the buyer also acquires the property, the new arithmetic applies. For property owned by a GmbH, the flat rate does not apply. How an asset deal with property is taxed in Austria is shown in our article on the asset deal in Austria.

Corporate tax of 24 per cent and lower payroll costs

From 2028 a tiered rate applies: 23 per cent on profits up to 1 million euros, 24 per cent on the part above. In a tax group, the threshold applies to the total group income. At the same time, the employer contribution to the Family Burden Equalisation Fund falls from 3.7 to 2.7 per cent from 01.01.2028.

For most companies with profits below 1 million euros, the relief on payroll costs therefore outweighs.

Profit allowance: physical investments only

For financial years 2027 to 2029, the investment-related profit allowance can only be claimed through physical investments, no longer through securities. This affects sole proprietors and partnerships that previously used securities. How a sale in Austria is taxed overall is shown in our article on taxes on a company sale.

EU: what applies in both countries?

Cash payment cap from 10.07.2027

Under the EU Anti-Money Laundering Regulation (EU) 2024/1624, an EU-wide cap of 10,000 euros on cash payments applies from 10.07.2027. Germany and Austria previously had no general cap.

Cash-intensive industries such as car dealerships, hospitality or precious metals trading are affected. For the sale process itself: banks, notaries and advisors check buyers and beneficial owners under harmonised rules. That takes time and belongs in the timetable.

Investment screening for foreign buyers

The new EU regulation on screening foreign investments was adopted by the Council on 08.06.2026. Its rules apply 18 months after entry into force, expected from early 2028. All member states must then approve acquisitions in sensitive areas in advance: dual-use goods, semiconductors, AI, critical infrastructure, strategic raw materials. Acquisitions through EU subsidiaries of investors from third countries are also covered.

For a sale that starts in 2027 and closes in 2028, this can become relevant. Anyone selling to buyers outside the EU or to funds with third-country investors should check early whether products or customers fall into these areas.

Pay transparency

The EU Pay Transparency Directive should have been implemented by 07.06.2026. Germany and Austria missed the deadline; in Germany a law is expected in early 2027. Reporting duties apply first to companies with 150 or 250 employees or more. For smaller companies, employees' extended right to information is what matters.

What does this mean for the timing of your sale?

None of these changes is on its own a reason to sell faster or slower. Together, however, they shift the arithmetic – and some can only be prepared while there is still time.

In Germany, the structure deserves a close look: partnership or GmbH, holding or private wealth, family handover or sale. In Austria, the current account and property are in focus. In both countries: a well-prepared sale takes months. A cut-off date twelve weeks away is out of reach for a process that starts today.

In the end, the right timing is determined not by tax law but by your situation: earnings, succession, market and personal plans. The decisions you take yourself as an owner are set out in our practical guide to selling a company.

FAQ

Which 2027 tax changes matter most for business sellers?

In Germany, the inheritance tax proceedings before the Federal Constitutional Court and the planned top rate of 47 per cent from 280,000 euros. In Austria, the deemed distribution on the shareholder current account and the higher real estate income tax on old holdings.

Has the 47 per cent top rate already been enacted?

No. It is part of the government draft of the Income Tax Reform Act 2027 of 02.09.2026. Bundestag and Bundesrat still have to approve it; changes are possible.

Does the top rate also affect the sale of GmbH shares?

Yes, if you hold the shares privately: 60 per cent of the gain is subject to income tax rates. If a holding GmbH sells the shares, no income tax arises; only 5 per cent of the gain is then subject to corporate and trade tax.

What changes in 2027 for the shareholder current account in Austria?

Receivables of the GmbH from shareholders are treated as distributions subject to 27.5 per cent capital gains tax unless they are settled by the balance sheet date or converted into an arm's-length loan. It applies first to financial years ending in 2027; below 50,000 euros the rule does not apply.

When does the 10,000 euro cash cap apply?

From 10.07.2027 throughout the EU, including Germany and Austria.

Should I sell in 2026 because of the changes?

For a sale that starts today, closing by year-end is hardly realistic. It is more useful to review the structure now: holding, current account, property, succession route. That belongs with your tax advisor and M&A advisor together.

Sources: Federal Constitutional Court, press release no. 49/2026; Federal Ministry of Finance, draft Income Tax Reform Act 2027 (cabinet 02.09.2026); draft Annual Tax Act 2026, Bundestag printed paper 21/8283; Act on a tax investment programme 2025; Minimum Wage Commission, decision 2025; § 14 UStG (e-invoicing); Budget Accompanying Act 2027-2028, BGBl. I No. 62/2026, as reported by EY Austria, PwC Austria and Grant Thornton Austria; Regulation (EU) 2024/1624; EU FDI Screening Regulation, Council adoption 08.06.2026, as reported by Gleiss Lutz; Directive (EU) 2023/970. As of 08.10.2026. Overview, not legal or tax advice.

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