Knowledge
21 Minute
My so-called friends, the “TikTok lawyers”, like to show a bill that fits into a short clip: privately around 25 percent, in the GmbH around 1.5 percent and with a supposedly hardly known way only 0.75 percent. The first part can be roughly correct. The rest becomes misleading as soon as social level and private money are mixed together.
The short answer is: Taxing shares via a GmbH can lead to a burden of 1.5 percent on capital gains at company level. The money is not yet available privately. An honest decision therefore requires two separate bills: What remains in company and what arrives privately after a distribution?
How Are Private Stock Profits Taxed?
Profits from the sale of privately held shares are in principle income from capital assets. After § 32d EStG The separate tax rate is 25 percent. In addition, there is the solidarity surcharge of 5.5 percent on the tax. Without church tax, this amounts to 26.375 percent. With church tax, depending on the church tax rate, the burden is approximately 27.82 to 28 percent.
These values do not blindly apply to every person and every asset. The savers lump sum, eligible foreign taxes, the cheaper check, old stocks and the exact type of security can change the result. For the first comparison, 26.375 percent without church tax is still the comprehensible starting number.
Why a GmbH often mentions around 1.5 percent
In a GmbH, profits from the sale of shares in corporations are basically Section 8b KStG. The capital gain is not recognised in the income calculation. At the same time, five percent of profits are considered non-deductible operating expenses.
The shortened calculation looks like this: Only five percent of profits are burdened with corporation tax, solidarity surcharge and business tax. If the combined burden on GmbH at the specific location is approximately 30 percent, 30 percent on five percent of the profits amount to around 1.5 percent in relation to the total capital gain.
This is not a blanket tax commitment. The business tax charge depends on the location. Special rules can apply. In addition, this account concerns shares in corporations. It shall not be transferred without verification to funds, certificates, bonds or other investments.
The private removal is missing in the short clip
After the sale, the money is in the account of GmbH. It can be used there for new participations, operational investments or a permitted reserve. If, on the other hand, it is to pay rent, holidays or private living standards, it needs a legally appropriate way out of company.
A distribution to a natural person is generally subject to capital gains tax again. An isolated burden of around 1.5 percent at company level therefore says nothing about which amount is ultimately available privately in the checking account. Exactly this separation is missing in many short advertising bills.
Also loans, salary or other payment methods are not a free circumvention of the distribution. They need real legal grounds, clear agreements, market conditions and clean documentation. The tax treatment must be examined on a case-by-case basis.
Where the number 0.75 percent can come from
A holding company does not automatically halve the tax rate on share sales. Around 0.75 percent can appear in special calculations at company level, for example if five percent of a beneficiary payment is considered only with corporate tax and the trade tax requirements are met separately. With privately available money, this number has nothing to do.
In the case of dividends between companies, participation limits and other requirements also apply. For funds, the bill follows a different legal basis. § 20 InvStG provides for different partial exemptions depending on the type of fund and investors. For investors subject to corporate tax, the law mentions 80 percent for equity funds. In the case of business tax, however, only half of this exemption is taken into account.
Anyone who puts individual shares, a share fund and an interest in a subsidiary in the same percentage formula, adds up three different things.
What costs and disadvantages are included in the bill
A GmbH or holding causes ongoing expense. This includes establishment, notary, register, accounting, annual accounts, tax returns, disclosure, IHK and professional advice. Depending on the custodian, bank and investment, further costs are added.
Losses also deserve their own line. §8b KStG treats reductions in profits in connection with the beneficiary shares differently than positive capital gains. A low burden in the case of profit should therefore not be assessed without regard to loss utilization and ongoing costs.
My decision-making process before a stock GmbH
1. Determine the use of money
Should the proceeds remain in the company in the long term and be reinvested, or is it regularly needed privately? This answer is more important than the advertised percentage.
2. Determine the exact location
Individual shares, funds, participation, certificate and bond do not follow the same tax logic. Before any calculation, the specific instrument must be established.
3. Calculate both levels
The first invoice ends in the GmbH. The second invoice shows the privately available amount after distribution or another permitted payment method. Only together does a useful comparison emerge.
4. Complement costs and losses
Establishment, administration, advice and possible disadvantages of losses belong in the same table as the expected tax benefit.
5. Get the structure technically tested
Legal form, participation rate, place of management, documentation and actual use must assess licensed tax advisors and lawyers for the individual case. I am neither a lawyer nor a tax consultant. My task is to prepare, structure and coordinate the right questions.
When a GmbH can still make sense
A GmbH can be useful if assets remain in an entrepreneurial structure in the long term, distributions are not constantly needed and the expected advantage clearly bears the fixed expense. The decision belongs in a complete Structural testing. Information on the classification of the establishment and holding company is also provided Services and Setup and in my Methodology for sustainable structures.
The figure 0.75 percent is neither secret knowledge nor a statement about private net worth. Anyone who starts a company because of a short clip starts with the wrong number. First, purpose, plant, holding period, cost, loss and private use are on the table. After that, the appropriate structure can be assessed legally and tax separately.
