Anyone who has bought a GmbH as a private person and had taken out a loan for it should take quite a long time to repay the loan. It is faster if you first set up a holding company and then make the purchase. But even such a GmbH purchase can be tax optimized, and even later. For this purpose, the holding company and its acquired subsidiary establish an organisation so that the financing costs can be offset directly against the profits of operative GmbH.

1st GmbH purchase tax optimization – Introduction

Anyone who gets the opportunity to acquire a GmbH will probably be the first to think that you can simply buy it. Of course, this is usually only possible via external financing. Future taxes and their impact on interest payments and repayments probably look the least ahead. The most likely are those who have previously sought advice from a tax consultancy firm. In any case, this is a point that we would like to suggest to all those people who are concerned with the idea of a leveraged company purchase.

2. GmbH purchase tax optimize: which taxes are relevant?

In order to fully understand the tax context of a GmbH purchase, you have to take into account both income tax and business tax as well as, of course, corporate tax. But in turn.

Let us first assume that the privately purchased GmbH generates profits continuously. On these it must then pay annual corporation tax and business tax (15 % corporation tax and, depending on the amount charged by the respective municipality, about 15 % business tax).

If there is a profit distribution to the shareholder afterwards, a further 25% capital gains tax is due (§ 32d (1) sentence 1 EStG). In addition, there is often a solidarity surcharge and church tax. This is taxation at the private level. This concludes the taxation of profits. What remains to service the loan interest and repayment is often hardly more than 50 % of the original GmbH profit.

With this rest, you now have to look at how long you have to pay for the financing costs and repayment of the profit. In any case, it is clear that this can take several decades under normal circumstances. Therefore, probably younger people are more willing to take this path.

3. How to optimize a GmbH purchase tax

Based on this initial situation, we can now look at how we can optimize the GmbH purchase in such a way that the duration until the full repayment of the loan is significantly shortened. For this purpose, you set up your own before the purchase of the GmbH. This now leads the negotiations with the lenders and receives the loan necessary for the purchase. Only now the GmbH purchase takes place.

What is the tax advantage that should lead to a shortening of the loan period? Well, the GmbH still pays about 30% tax. But the profits distributed to its shareholder must be taxed by the holding company as a corporation only at 1.5%. We remember: as a private individual, a shareholder would have to pay at least 25% in taxes instead. Now about 65% or more is left over for interest payments and repayment.

But you can optimize even more tax: With this holding structure, one can easily establish an organization. This basically only means that the holding company and the operative GmbH it has purchased conclude a so-called profit transfer agreement. This ensures that both companies are treated as one tax subject for tax purposes. This consequently leads to the interest costs and profits being offset directly, which significantly reduces the taxable profit of operative GmbH. If you now have to pay less tax, more money is left at the level of the Holding GmbH to make the repayment. This makes the tax optimization for the GmbH purchase even more worthwhile.

4. How to optimize a GmbH purchase afterwards

And now comes even the best. And you can actually optimize the GmbH purchase even afterwards.

Suppose the imaginary woman Retropti bought a GmbH some time ago via a bank loan and now reads our article, just like you. Then I think we will pick up the phone and call us. She is enthusiastic about our design model and implements it together with us. For this purpose, it first establishes a Holding GmbH, where it contributes operative GmbH to the Holding GmbH as a contribution in kind. It also transfers the liabilities from the bank loan to the holding company. Since this accelerates the repayment, the bank should also agree to this step. Subsequently, the holding and its subsidiary conclude the profit transfer agreement and now jointly tax the GmbH profit. And she has already achieved the goal, because now more money is left to pay off the loan.

5. GmbH-Purchase retrospectively tax optimize – Conclusion

Another note: This subsequent tax optimization for the GmbH purchase is logically the most sensible if the private purchase was made only recently. Who, on the other hand, only needs a few years until the full repayment of the loan, will hardly be able to take advantage of this design. Nevertheless, one can think about it, because the tax advantages of this holding structure can perhaps be used afterwards.