The overlooked tax topic for private shareholders
Many owners selling GmbH shares know about capital gains tax — but few understand the partial income method (Teileinkünfteverfahren).
It is crucial for calculating the real net proceeds for private shareholders.
1. What is the Partial Income Method?
The partial income method taxes only part of the capital gain:
60% of the gain is taxable
40% is tax-free
It is designed to avoid double taxation: the company has already paid corporate taxes on profits.
Key point: The effective tax rate depends on the seller’s personal income tax bracket.
2. Who is affected?
Private shareholders holding at least 1% of the GmbH
Shareholders selling after a minimum holding period
Not applicable for shares held via a holding company
Important: Minority stakes are taxed the same way.
3. How it impacts net proceeds (simplified example)
Sale price: €2.0m
Acquisition cost: €0.2m
Capital gain: €1.8m
Taxable portion: 60% of €1.8m = €1.08m Assuming 45% personal income tax: ~€486k Net proceeds: ~€1.514m
Even with high Freibeträge or other optimisations, this is the main driver of net proceeds for private shareholders.
4. Planning opportunities
Combine with holding structures for tax efficiency
Split sales into tranches to optimise tax brackets
Align timing with other income to reduce effective personal tax rate
Tip: Understanding this method is essential before negotiating price & structure with buyers.
Conclusion
For private shareholders, the partial income method is not optional — it determines how much you really keep. Ignoring it often leads to overestimating net proceeds and surprises at closing.
Start your valuation now
Theory is good, but concrete numbers are better.