Selling shares is not a “standard” transaction
Selling shares in a GmbH is often perceived as a simple transaction. In reality, it is one of the most underestimated tax scenarios in the mid-market.
This is especially true when:
multiple shareholders are involved
minority stakes are sold
the company is family-owned
Identical sale prices can result in very different net outcomes — depending purely on structure.
1. When is a sale considered a “share sale” for tax purposes?
From a tax perspective, what matters is not that a company is sold, but that:
shares in a capital company are sold
by one or more shareholders
It is irrelevant whether:
100% or only 5% of the shares are sold
the buyer is an investor, co-shareholder or family member
The decisive factors are:
size of the shareholding
holding period
seller structure (private individual vs holding company)
2. Which taxes apply when selling GmbH shares?
Sale from private ownership (most common case)
If a shareholder holds at least 1% of the GmbH (typical in SMEs), the partial income method (Teileinkünfteverfahren) applies:
60% of the capital gain is taxable
40% is tax-free
the taxable portion is subject to personal income tax
Effective tax burden: typically 25–30%
Example: Minority shareholder
Shareholding: 20%
Sale price: €2.0m
Acquisition cost: €0.2m
Capital gain: €1.8m
Tax calculation:
60% of €1.8m = €1.08m taxable
At approx. 45% income tax:
Tax due: ~€486k
Net proceeds: ~€1.51m
3. Multiple shareholders: where complexity starts
In companies with several shareholders, the following issues are common:
Different tax positions
Founders vs later entrants
Private ownership vs holding structures
Different acquisition costs
👉 Same gross price, different net outcomes.
Purchase price structures affect shareholders differently
Earn-outs often disadvantage minority shareholders
Seller loans or rollovers have different tax timing effects
Without coordination, internal conflict is almost guaranteed.
4. Selling minority stakes: specific pitfalls
Selling minority stakes is not tax-privileged, but often economically weaker.
Typical issues
Valuation discounts
Limited influence on deal structure
Reduced say in share vs asset deal decisions
From a tax perspective:
The partial income method still applies
No relief due to minority status
👉 Minority does not mean lower tax.
5. Family businesses: selling shares within the family
Special care is required when:
shares are sold to children or relatives
sale and gifting elements are combined
Typical risks
hidden gifts (tax reclassification)
incorrect valuation
conflicts between income tax and inheritance tax
A defensible valuation is essential to avoid future tax disputes.
6. Holding structures for shareholders
If shares are held via a holding company:
95% of the capital gain is tax-exempt
effective tax rate approx. 1–2%
proceeds can be reinvested almost tax-free
However: In mixed shareholder groups (private + holding), net proceeds can differ dramatically — often leading to tension.
7. The most common shareholder mistakes
“This only affects the majority owner”
Incorrect — each shareholder is taxed individually.
“We’ll just split the price pro rata”
That works gross — not net.
“The notary will structure this”
Notaries notarise. They do not optimise transactions.
Conclusion: Selling shares requires structure, not assumptions
Selling GmbH shares is not a side topic. In companies with multiple shareholders, tax structuring determines whether:
outcomes are fair
conflicts are avoided
net proceeds are predictable
Those who sell without clarity usually lose more than money — they lose trust among shareholders.
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Theory is good, but concrete numbers are better.