Germany: Corporate Tax

Corporate transactions in Germany present complex tax considerations for buyers and sellers, with fundamentally different implications depending on whether the deal is structured as an asset or share transaction. Understanding how capital gains taxation, real estate transfer tax, and depreciation rules apply to each structure is essential for optimizing after-tax outcomes and managing inherited tax liabilities.

Mit Urteil vom 17.12.2025 (I R 9/23) hat der BFH bestätigt, dass beim (qualifizierten) Anteilstausch nach § 21 UmwStG die Vorbesitzzeiten des übertragenden Rechtsträgers für die Anwendung des gewerbesteuerlichen Schachtelprivilegs (§§ 8 Nr. 5, 9 Nr. 2a GewStG) unberücksichtigt bleiben.

The following case involves Germany on one side, but this example may be applicable for many other jurisdictions.

Germany is the biggest economy in Europe and the fourth-largest in the world.

The decision of the German Constitutional Court only applies to share transfers up to 50%.

The following provides a summary of issues that have attracted attention in the German M&A practice recently.

Wednesday night, the joint committee of German parliament has adopted changes to its group taxation legislation, which mainly focus on relaxing rules on profit transfers, while at the same time increasing the red tape with respect to the wording of the profit-and-loss-pooling agreement necessary to conclude a tax group.

Last week the German Federal Ministry of Finance (BMF) submitted the ministerial draft of a German Act on the Adaption of Investment Fund Taxation in Connection with the AIFM Directive ("Draft") to the associations of the investment industry.

In order to improve the business location Germany, the German Cabinet on 19 September 2012 has proposed an Act to change and simplify the company taxation and the tax law regarding travel expenses.