When buying a GmbH by a private person, either a share deal or an asset deal is considered. In an asset deal, you as a buyer can write off the purchase price for tax purposes and thus see it as a tax advantage. However, the share deal is tax-advantageous for the seller. However, with a silent company you can write off the purchase price of the GmbH to 50%. For this purpose, 50% of the shares are invested as an atypical silent partner in the GmbH. This brings the assets of the GmbH into the silent society. Furthermore, with the contribution of the atypical silent partner, funds are available for the acquisition of new assets. The depreciation for this purpose takes place 50 % at the GmbH and at the silent partner.

After depreciation, the silent partner contributes his share in the GmbH. As a result, the GmbH accepts the atypically silent partner as a co-partner. Subsequently, a collection of the shares of the previous GmbH shareholder can take place with the simultaneous payment of a severance payment, so that the acquirer now controls the GmbH 100%. At the same time, the original GmbH shareholder can tax the severance pay advantageously for tax purposes. 40% of the profit is tax-free.

GmbH purchase: purchase price depreciation for tax purposes (silent company)

We explain how to optimize a GmbH for tax purposes by avoiding any disadvantages for the buyer and seller.

1. GmbH to write off the purchase price – tax background

If a private person wants to acquire a GmbH, he can do this in two ways. On the one hand, he can acquire the shares in the GmbH from the previous GmbH shareholders. For the current GmbH shareholders this is very advantageous. Because they can use a tax privilege. Only 60 % of the profits are taxable, but the remaining 40 % are tax-free. However, this model known as a share deal is disadvantageous for the buyer, because a write-off of the purchase price of the GmbH is excluded.

On the other hand, an acquirer can purchase the assets in the GmbH individually through his own company. This is called an asset deal. However, the asset deal is not very tempting for sellers, because the aforementioned tax privilege is eliminated.

One way to best support both parties in the implementation of their plans is to purchase through a three-phase model. So now read how you can write off the purchase price of the GmbH to 50%.

2nd GmbH to write off the purchase price – a three-phase model

In our model, with which we want to write off the purchase price of the GmbH to 50%, the first step is basically that the seller and buyer agree on the transfer of the company at an early stage. Because our model requires a little time until the transmission is actually completed. Therefore, the model presented here "GmbH purchase price depreciation" is particularly suitable if you want to organize a company succession in this way.

So if this agreement is reached between the GmbH shareholder – we assume only one for the sake of simplification here – and the acquirer, the first phase can already begin.

To give a realistic example of how to write off the purchase price of the GmbH, we want to assume a value of the GmbH of EUR 1,000,000. For this purpose, the GmbH shareholder and the acquirer establish an atypically silent company. As an atypical silent partner, the acquirer holds a 50% stake in this. Thus, he also deposits cash in the amount of EUR 1,000,000 into the silent society.

The GmbH now uses this at short notice to invest in new economic goods. Because these acquisition costs can then write off the GmbH and the atypical silent partner to 50 % each. In this way, the acquirer invests his money in such a way that he can benefit from the depreciation, which otherwise he is denied.

Another side effect of the atypically silent society is that it also includes the assets of the GmbH. However, in order to simplify the case study, we assume that they are already completely written off at this time. Otherwise, the atypically silent society also benefits from this depreciation volume.

The purchaser’s participation in the silent partnership in the amount of the actually applicable purchase price is deliberately chosen. Because this way you can write off the actual purchase price of the GmbH to 50% indirectly. The duration over which the purchaser can now indirectly write off the GmbH’s actual purchase price depends, of course, on the acquired assets. A realistic average could be in the order of seven to ten years.

Although we have already been able to write off the GmbH’s purchase price indirectly by 50%, but without the GmbH being transferred to the acquirer. This requires an intermediate step with phase 2.

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4th GmbH to write off the purchase price: Phase 2 – bringing silent company into GmbH

If you have completed the depreciation of the assets, then you can initiate phase 2 of the model "GmbH purchase price depreciation". For this purpose, the atypically silent shareholder now contributes his participation in the silent company to the GmbH. In return, he receives 50% of the shares in the GmbH. After all, he originally contributed an equally large amount to the silent society. However, the GmbH now has a total value of EUR 2.000.000. In comparison, let us again mention the actual cost of the purchaser, namely the 50% of his deposit, on which he did not receive any depreciation, i.e. EUR 500,000.

Since this contribution is best carried out tax-neutrally by applying the book values according to § 20 UmwStG, no acquisition costs can be generated here. Therefore, no further depreciation can be considered. However, another important milestone has been achieved. Because from the previously atypically silent shareholder external acquirer now emerges a full-fledged GmbH shareholder.

This is also taken into account in the balance sheet of the GmbH. Because the silent partnership contribution is now on the one hand converted into new share capital. The amount of the new share capital of the newly acquired shareholder corresponds to the amount of the share capital of the original GmbH shareholder. After all, both are supposed to be 50 percent in the GmbH. The remainder of the silent partnership contribution then flows into the capital reserve.

In our example, this has the following balance sheet effects: With an original share capital of EUR 25,000, as is usually the case, the new share capital has now grown to EUR 50,000. On the other hand, the remaining EUR 975,000 of the silent partnership contribution is now in the capital reserve.

Finally, with phase 3, we come to the last step of our model “GmbH to write off purchase price”. This concerns the takeover of the GmbH by the acquirer. Since the acquirer is now also a GmbH shareholder, the takeover takes place from within. By collecting the shares of the original GmbH shareholder. Of course, he receives compensation in the form of a severance payment in the amount of the value of his shares. Because the GmbH has now reached a value of EUR 2.000.000 by the contribution of the silent participation, he is therefore entitled to a severance payment of EUR 1.000.000. The GmbH is now obliged to pay this severance payment.

Now the question arises where the GmbH should take the funds to pay the severance payment. And the answer is fortunately quite simple: from the capital reserve. Although there are only EUR 975,000, but the remaining EUR 25,000 should then hopefully also be available in the GmbH. Finally, it can be assumed that, in all probability, the investment of the atypical silent partner also led to a corresponding increase in their profits. So we assume that a profit carry forward contains the remaining EUR 25,000.

The acquirer takes over the GmbH completely from the original GmbH shareholder. Because of the collection of the original shares in the GmbH, the shares of the acquirer now represent 100% of the GmbH shares. In this way, the buyer can write off the GmbH’s purchase price to 50% without denying the seller tax privileged taxation.