The private acquisition of GmbH shares takes place under unfavorable conditions. After all, you have to spend net over-taxed income for this. But you can correct this tax by selling the GmbH shares to a holding company. As long as no hidden reserves are discovered, this remains tax-free. Tax-free is then also the repayment of the purchase price claim resulting from the purchase. In this way, you can deduct accumulated profits from the holding without taxes over time. Buying GmbH shares with a holding company thus offers undreamt-of opportunities to get to this treasure without incurring taxes.

1. Buy GmbH shares and subsequently optimize taxes – Introduction

Every now and then we have clients who, together with a business partner, set up an operative GmbH. As a rule, 50 % of the shares are held in the new GmbH. But often you find out that you prefer to go separate ways. Sometimes this is also planned from the beginning, for example, if one of the business partners only joins the company as a mentor. This is the case, for example, if a parent wants to accompany their own child when starting into entrepreneurship in order to approach this responsibility very carefully.

At some point, however, it is time for separation. As a rule, one proceeds in such a way that the remaining shareholder buys off the outgoing GmbH shares. But it is with the purchase of GmbH shares such a thing. Do you buy them on the private level? Or do you prefer to use a holding company?

2. Buy GmbH shares privately

Anyone who simply takes action without a well-founded tax advice and buys the remaining shares of the GmbH, usually also acquires them on their own, private level. This has the great disadvantage that the purchase takes place from net over-controlled assets and thus reduces your own liquidity. There are far better structures and solutions. However, this often requires forward-looking decisions, so that you have to proceed strategically and plan for the long term.

3. Buy GmbH shares: Use of a holding company

With a holding company, the acquisition of GmbH shares can be structured much better. And with these structuring measures, which also enable many more future advantages, tax advantages are also coming into focus.

As a shareholder of the GmbH, you can resell the previously acquired GmbH shares at the same price to your own holding company. Even if no money flows for the time being, this is a very sensible measure. Because the resulting purchase price demand gives you the freedom to decide for yourself when and how the repayment should take place. But the biggest advantage is undoubtedly that the repayment is always tax-free.

What does that mean in concrete terms? Well, imagine your holding has accumulated a small fortune over the years. Now, if you want to access these saved profits, you would normally have to make a profit distribution to the private level. In this case, one must expect either a capital gains tax of 25%, possibly plus church tax and solidarity surcharge. Or you apply the partial income procedure according to § 3 no. 40 EStG and tax 60 % of the distributed amount with the personal income tax rate. But here, too, it is possible to expect church tax and solidarity surcharge. But if the purchase price claim remaining through the purchase of the GmbH shares can be repaid, then the money of the holding company has also reached the private level – only this time tax-free.

4. Buying shares of Holding GmbH from the private level – Conclusion

A holding structure is a good design option to acquire GmbH shares in an entrepreneurially well-thought-out manner. In addition to the many other advantages of a holding company, about which we have already reported abundantly in other blog posts, the integration of a GmbH into a holding structure by way of a purchaseable acquisition is also a plus point. Because by building up a purchase price claim, the profits that the acquired GmbH generates in the future and pays to the holding company can ultimately be transferred tax-free from the holding company to the private level. You just erase the demand. And since this is tax-free, you can even transfer a larger amount at once.