Shareholder Current Account from 2027: What the Deemed Distribution Means for GmbH Owners and a Sale
IGCP Capital Partners · Published
From the financial year ending in 2027, a shareholder current account above 50,000 euros counts as a distribution in Austria – taxed at 27.5 per cent, even without any payment. The rule, a worked example, arm's-length loans and what to settle before selling a GmbH.
From the financial year ending in 2027, a new rule applies to shareholder current accounts in Austria: if a shareholder owes their GmbH more than 50,000 euros on the balance sheet date and the amount has neither been settled nor converted into an arm's-length loan, the excess is deemed distributed. It is subject to 27.5 per cent capital gains tax – even though no money changes hands. The legal basis is § 8(2a) of the Austrian Corporate Income Tax Act (KStG) as amended by the Budget Accompanying Act 2027-2028 (BGBl. I No. 62/2026).
For owners considering selling a GmbH, this matters twice: an open current account has always been an issue in due diligence. From 2027 it also has its own tax consequence, regardless of any sale.
This article explains the rule, works through an example and shows what needs to be settled before a sale. It is an overview, not tax advice. Implementation belongs with your tax advisor.
What exactly does § 8(2a) KStG provide?
The provision requires receivables of the GmbH from shareholders to be settled by the balance sheet date or converted into an arm's-length loan. If neither happens, the amount above 50,000 euros is deemed an open distribution.
| Point | Rule (as of October 2026) |
|---|---|
| Legal basis | § 8(2a) KStG, Budget Accompanying Act 2027-2028, BGBl. I No. 62/2026 |
| First applies | to financial years ending in calendar year 2027 |
| Persons covered | direct and indirect shareholders and persons related to them, in each case natural persons |
| Threshold | the fiction applies only to the extent the receivable exceeds 50,000 euros on the balance sheet date – regardless of the size of the stake |
| Ways out | settlement by the balance sheet date or conversion into an arm's-length loan documented in writing |
| Consequence | open distribution, 27.5 % capital gains tax; open amount including interest accrued up to the balance sheet date |
| Timing of the fiction | the day after the resolution approving the annual accounts, at the latest five months after the balance sheet date |
The government bill was narrower. The amendment of 30.06.2026 expressly added related persons and indirect shareholdings, applied the 50,000 euro threshold equally to all shareholders and moved the date of the deemed distribution to the resolution on the annual accounts. Older commentary that still mentions a minimum stake of 10 per cent or the day after the balance sheet date refers to the draft.
Why is the legislature stepping in?
Because previous case law left a lot of room. Until now, an open current account was only a hidden distribution if it was established in the individual case that the shareholder could not or would not repay. The test relied heavily on creditworthiness and, in practice, partly on the value of the shareholding.
The result: many accounts grew for years without any tax being triggered. The new fiction closes that room for amounts above 50,000 euros.
The general rules on hidden distributions continue to apply alongside. A balance below 50,000 euros can therefore still be a tax problem if it is not treated at arm's length.
Facing this situation yourself? IGCP advises owners independently — the initial conversation is free of charge, without obligation and strictly confidential.
Request a free initial consultation →How does the 50,000 euro threshold work?
According to the wording ("only to the extent"), only the part above 50,000 euros is caught. Most commentators read this as an allowance rather than a cliff-edge threshold; whether it applies per shareholder or per account is, as far as we know, not finally settled.
| Stake | Receivable on balance sheet date | Deemed distributed |
|---|---|---|
| 100 % | 40,000 euros | 0 euros |
| 25 % | 80,000 euros | 30,000 euros |
| 5 % | 80,000 euros | 30,000 euros |
The size of the stake no longer matters. A minority shareholder with 5 per cent is fully covered.
What does an open current account cost?
A simplified example: your GmbH has a 31 December year-end. On 31.12.2027 you owe it 180,000 euros from private withdrawals, including interest. There is no loan agreement.
| Step | Amount |
|---|---|
| Receivable of the GmbH on the balance sheet date | 180,000 euros |
| less threshold | 50,000 euros |
| deemed distributed | 130,000 euros |
| capital gains tax 27.5 % | 35,750 euros |
The tax falls due although no money has been paid to you. The GmbH must withhold and remit the capital gains tax. How the cash for it is provided should be settled in advance, otherwise the next current-account issue arises.
As far as we know, it is still open how a later repayment of the deemed distribution is treated for tax purposes. The law provides no specific exception for it. Anyone relying on repayment after the balance sheet date is relying on an unresolved question.
What counts as an arm's-length loan?
According to the wording of the law, it requires in particular a written agreement, an arm's-length term, adequate interest and an obligation to repay. The overall picture is decisive. Commentators also mention customary collateral and a credit check.
What matters is that the loan is actually lived. An agreement signed at the last minute but without interest payments or repayment is not an arm's-length loan. According to BDO, interest that is slightly too low does not by itself trigger the fiction.
What does this mean when selling the GmbH?
An open current account should be resolved before the sale – not during negotiations. Buyers are reluctant to take over a receivable from a seller who will no longer be in the company after closing. In practice it is therefore almost always cleaned up.
How depends on the purchase price mechanism:
| Mechanism | How the current account is treated |
|---|---|
| Closing accounts | as an item in the bridge from enterprise value to purchase price; whether credited as a receivable or deducted is negotiated |
| Locked box | payments to the seller after the locked-box date are "leakage" and must be compensated; an open account at the locked-box date must be settled beforehand |
| Settlement before closing | repayment from private funds, distribution or repayment out of the purchase price – each with its own tax consequence |
How purchase prices are bridged from enterprise value to payout is explained in our articles on purchase price mechanics and net debt.
Two points are new from 2027:
First: the balance sheet date falls in the middle of the process. Anyone selling in 2027 must clarify who is a shareholder on the balance sheet date and who bears the capital gains tax from a deemed distribution. That belongs in the purchase agreement as a tax clause.
Second: non-calendar financial years come first. If your GmbH has a 30 June year-end, the first relevant date is 30.06.2027. That leaves nine months.
What else is taxed on the sale of an Austrian GmbH is shown in our worked example for a GmbH sale in Austria.
What should owners do now?
Know the balance and decide before the balance sheet date decides for you.
First: establish the balance. Bring together all receivables from shareholders and related persons, including accrued interest.
Second: choose the route. Settlement from private funds, a deliberate distribution or conversion into a loan. A planned distribution also triggers 27.5 per cent capital gains tax, but it can be timed and controlled – the fiction cannot.
Third: set up loans properly. In writing, with term, interest, repayment schedule and collateral, and then actually serviced.
Fourth: clean up before a sale. A data room without open shareholder receivables shortens due diligence and takes a negotiation point off the table.
Which other changes in 2027 affect sellers in Austria and Germany is summarised in our overview of tax changes in 2027 for business sellers.
Does this also apply in Germany?
No, Germany has no comparable statutory fiction. There, the general rules on hidden profit distributions continue to apply: a receivable from a shareholder is a tax problem if it is not agreed at arm's length or is not recoverable from the outset. For German GmbHs, our article on taxes when selling a GmbH is the better starting point.
FAQ
When does the deemed distribution on the current account apply?
For the first time to financial years ending in calendar year 2027. With a 31 December year-end that is 31.12.2027; with a different financial year correspondingly earlier, for example 30.06.2027.
Who is covered by the rule?
Direct and indirect shareholders and persons related to them, provided they are natural persons. The size of the stake does not matter.
How high is the tax?
27.5 per cent capital gains tax on the amount by which the receivable exceeds 50,000 euros on the balance sheet date. At 180,000 euros that is 35,750 euros.
When is the amount deemed distributed?
On the day after the resolution approving the annual accounts, at the latest five months after the balance sheet date.
Is a loan agreement enough to avoid the fiction?
Only if the loan is at arm's length: in writing, with an arm's-length term, adequate interest and an obligation to repay – and if it is actually serviced.
What happens to the current account when I sell the GmbH?
Buyers usually require it to be settled before closing or reflected in the purchase price. From 2027, the purchase agreement should also specify who bears the capital gains tax from a possible deemed distribution.
Sources: Budget Accompanying Act 2027-2028, BGBl. I No. 62/2026 (ris.bka.gv.at); EY Austria, Budget Accompanying Act 2027-2028 published in the Federal Law Gazette (ey.com/de_at); BDO Austria, shareholder current accounts: stricter tax framework from 2027 (bdo.at); KPMG Austria, Tax News KMU 07/2026 (kpmg.com/at); Brandauer Rechtsanwälte, GmbH current account: capital gains tax fiction from 2027 (brandauer-rechtsanwaelte.at, 11.06.2026). As of 08.10.2026. Overview, not legal or tax advice.
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