The question of the amount of taxes on company sales employs many entrepreneurs. Whether it is a sole proprietorship, a GmbH, GmbH & Co. KG or a complex holding company, answers to this influence the pricing and the sales negotiations significantly. The associated taxes range between 1,5 % and 45 % of the sales profit. Even a tax-free approach is possible. However, there are still many special features to consider, such as allowances, alternative taxation procedures or the so-called half tax rate, which can be applied for once at the tax administration. We present them to you in detail using examples.

The differences that arise in connection with taxes on company sales between different forms of company are the focus of our contribution. We want to focus on the analysis of four scenarios: a sole proprietorship, a partnership, including a GmbH & Co. KG, a GmbH and a holding company. For each of these types of companies, we provide calculation examples for the amount of the tax due. For this purpose, we use uniform framework conditions where appropriate. This includes waiving the calculation of the solidarity surcharge. In addition, we also explain alternatives and special arrangements, which are sometimes associated with significant tax advantages.

In accordance with the range of companies that are the subject of our considerations here, a large number of legal standards must also be observed. In principle, the taxation of profits from the sale of a business enterprise is governed by § 16 EStG. In addition, other legal standards must be observed that regulate special details when taxing such capital gains. For example, the taxation of profits from the sale of a freelance business is regulated by § 18(3) EStG. Since this legal standard, which applies specifically to freelancers, is governed by those regulations that are also relevant for the sale of commercial companies, we can also refer readers who are interested in such a situation to the following chapter.

We start small. When selling her sole proprietorship, we want to actively support Ms. Value. Ms. Value is single, non-denominational and 57 years old. Her company will now be sold to a buyer who will offer her a price of EUR 2.000.000. In fact, the sole proprietorship contains an operating assets of EUR 1.850,000. Thus, Ms. Value is looking forward to a profit of EUR 150,000. However, this profit is still taxable.

2.2.1. Application of half the rate

This is done within the framework of the assessment for income tax. Since Ms. Value has a good tax advisor by her side, she knows that she can claim the so-called half tax rate when selling a company. This is a legal option whereby a business owner who is 55 or older can apply for a 56 % reduction in the average tax rate when selling his business. There is an alternative to this age-dependent condition. Because if the entrepreneur is instead permanently disabled, he can also apply for half the tax rate. Further constraints are that the reduction of the tax rate ends at a rate of 14%. In addition, the progression reservation must also be taken into account. And of course, the reduction applies only to the part of the income tax that is related to the taxation of capital gains.

2.2.2 Adjustment on capital gains

On this occasion, a further income tax benefit should also be considered. Under the same conditions, under which one can use half the tax rate (one-time, age 55 or permanently disabled), an allowance on the capital gain should also be requested from the tax office. This is EUR 45,000 and can be counted in full as long as the profit remains below the limit of EUR 136,000. In our example, however, the profit is a little above this limit. Nevertheless, the allowance can be counted, but only partially. For every euro of profit above the limit of EUR 136,000, the actually eligible allowance is reduced: