If you intend to acquire a GmbH by taking out a bank loan, we recommend that you set up a holding company for this purpose. Because unlike a private person, it is possible for the holding company to use the interest costs for the loan tax-reducing. In this way, a higher repayment of the loan can take place, so that the holding company can repay the loan much faster than a private person would be able to do. The holding company receives the financial resources to pay both the loan interest and the repayment exclusively from the current profit of the acquired GmbH. For this, it is only necessary that the holding company establishes an organization with the acquired GmbH. As a result, the profits of the GmbH are taxed at the level of the holding company as organ carrier.

Suppose you get the opportunity to acquire a GmbH that is also profitable in the long term. Even if you had to take out a loan from a bank to acquire the GmbH, it would be worth buying it. But how do you do that right? Of course, you can personally negotiate a purchase contract with the shareholders and thus become the sole owner of the GmbH. But is this approach also tax beneficial for you? Even if an asset deal is not a feasible way due to the specifications of the sellers, there is a way to make the acquisition as cheap as possible for you. And by this we mean that the current profit of the GmbH is sufficient for both the payment of interest and the repayment of the loan. Even more, imagine that the loan could be repaid in a relatively short time. Who would want to miss such an opportunity? And now you're wondering how to do that? We would now like to show you this by comparing it with a conventional approach.

2. framework conditions for our calculation examples

In order to show you how you can equip the GmbH acquisition with the greatest tax saving potential through skilful preparations, we use the same specifications in the two calculation models to be compared. We assume that the GmbH to be acquired will achieve a constant annual profit before tax of EUR 100,000. On the free market, one can expect a selling price of about EUR 1,000,000 for such a GmbH. That is how we want to handle it in our examples. In addition, we assume that the acquirer, whom we simply want to call Mr. Meier, is single and non-denominational. In order to finance the purchase price, a bank loan for the entire sum is to be taken out, for which the bank demands 3 % interest. In addition, the eradication should take place as soon as possible. One final point concerns trade tax: in our two examples, we start from a location where the municipality sets an average lifting rate. The annual share of business tax in profit is therefore 15 %.

Finally, Mr. Meier is ready. He has agreed with the shareholder to acquire the GmbH by share deal for a price of EUR 1,000,000 and convinced his bank to leave the sum to him in the form of an installment loan. The purchase of the GmbH is perfect.

3.1. Paying of the dividend

As expected, profit at the end of the financial year is up by EUR 100,000. But before Mr. Meier receives a profit distribution, the GmbH must first pay corporate tax and business tax of about 15 % each. So Mr. Meier remains EUR 70,000, which will be distributed to him as a dividend. However, this is also associated with taxes. More specifically, the capital gains tax is applied here, so that 25 % and a solidarity surcharge of 5,5 % on this sum are retained and paid to the Treasury. Finally, the dividend paid to Mr. Meier must be calculated as follows:

Capital gains tax: EUR 70,000 x 25% = EUR 17,500

Solidarity surcharge: EUR 17.500 x 5.5 % = EUR 962,50

Total: EUR 17.500 + EUR 962,50 = EUR 18.462,50

Payout: EUR 70,000 – EUR 18.462.50 = EUR 51,537.50

3.2. Interest payable and repayment

Mr. Meier is now to pay both the interest on the loan and the repayment of this amount at his disposal. At the agreed interest rate, which corresponds to the market standard, an annual interest burden of EUR 1,000,000 x 3% = EUR 30,000 is to be expected. This means that of the distributed net profit only about EUR 21,000 can be used for repayment. With such a repayment rate of EUR 21,000 annually, Mr. Meier needs a little more than 46 years to pay back the loan.

4. Our financing model: Establishment of a holding company for a GmbH acquisition

If Mr. Meier had spoken to us and accepted our advice before acquiring the GmbH, he would have proceeded as follows: He would have founded a company in advance in which he would have had a 100% stake. Of course, this would have been preferably also a GmbH, but a UG (limited liability) can also come into question. Now the company takes out the loan as a holding company instead of Mr. Meier and thus acquires the GmbH. Let us now see what the advantage of this approach is.

4.1. Establishment of an organization

First of all, an organization with the acquired GmbH as organ company and the holding company as organ carrier is established from the beginning. For this purpose, a profit transfer agreement must be concluded between the two companies. Only with this contract is an organization justified, because it now allows the holding company to tax the profits of the acquired GmbH as its own. This shifts the taxation from the GmbH to the holding company as organ carrier (§ 19 KStG).

4.2. Taxation of current profit

At this point we calculate the corporate tax and business tax. For this purpose, the holding company sets the annual profit of EUR 100,000, but can also set the interest expense borne by it of EUR 30,000 annually as already calculated above. So the holding company taxed only EUR 70,000. The corporation tax and business tax amount to a total of EUR 21,000, at 15 % each.

4.3. Interest payable and repayment

In other words, from the annual profit of EUR 100,000 minus taxes of EUR 21,000 and interest of EUR 30,000, still EUR 49,000 remains. With an annual amount of EUR 49,000 available for repayment, the bank loan can be repaid in only a little more than 20 years.

Comparison of the two models to the GmbH acquisition

The result speaks for itself. The body clearly offers the greatest financial advantage through the possibility of being able to tax-reducing the financing costs for the GmbH acquisition. In this way, the repayment of the loan can be realized approximately twice as quickly as if the GmbH acquisition were carried out on its own. But it is also interesting that the cost of interest expenses is basically passed on to the Treasury. Of course, one still bears a considerable entrepreneurial risk, but this is even lower in our model, since the holding company was founded as GmbH or UG (haftungsbeschränkt) and is therefore considered limited in liability. So this model for the acquisition of a GmbH is clearly superior to the GmbH acquisition from private.