Free calculator
Selling a company.
Compare the tax.
A direct sale as a private individual or a sale through a holding - the difference in tax is enormous. Enter your capital gain and compare instantly: the Teileinkünfteverfahren (§ 17 EStG) against the 95 % tax exemption of the holding (§ 8b KStG), including the liquidity advantage and the distribution scenario.
Details of the company sale
Tax comparison
Enter the capital gain to compare a direct sale with a sale through a holding company.
Note: This calculation is a non-binding initial estimate. Lock-up periods, contribution gains, the holding's prior ownership period and individual structuring can change the result substantially. A holding must be set up well before the sale. For a binding calculation please consult a German tax adviser.
Example
One sale, three routes
Capital gain EUR 1,000,000, marginal rate 45 %, trade tax multiplier 400 %. This is how differently the tax turns out, depending on how you sell.
| Route | Tax | effective |
|---|---|---|
| Direct sale as a private individual§ 17 EStG · Teileinkünfteverfahren | 284,850 EUR | 28.49 % |
| Holding, gain stays inside§ 8b KStG · 95 % tax-free | 14,913 EUR | 1.49 % |
| Holding + full distribution§ 32d EStG · Abgeltungsteuer | 274,729 EUR | 27.47 % |
Worked example, as of 2026. Corporate tax 15 % (§ 23 KStG, through 2027). Figures rounded.
Frequently asked
Understanding the holding sale
How much tax do I save by selling through a holding?
When you sell as a private individual, 60 % of the Veräußerungsgewinn (capital gain) is taxable at your personal rate (Teileinkünfteverfahren, § 3 No. 40 in conjunction with § 17 EStG) - roughly 26 to 28 % effective. If your holding sells the shares instead, 95 % of the gain stays tax-free (§ 8b para. 2 KStG); only 5 % counts as a non-deductible business expense and is charged with corporate and trade tax. The effective burden is then around 1.5 %, as long as the money stays in the holding.
What is the Teileinkünfteverfahren?
When a private individual sells a substantial shareholding (1 % or more) in a corporation, § 17 EStG applies. Under the Teileinkünfteverfahren (§ 3 No. 40 lit. c EStG), 60 % of the capital gain is taxable and 40 % stays tax-free. The taxable 60 % is subject to your personal marginal rate, which for larger sales is usually 42 % or 45 %, plus the solidarity surcharge.
How does the 95 % tax exemption under § 8b KStG work?
When a corporation - such as your holding GmbH - sells shares in another corporation, the gain is left out of account under § 8b para. 2 KStG. However, under § 8b para. 3 sentence 1 KStG, a flat 5 % of the gain counts as a non-deductible business expense (the so-called Schachtelstrafe). Only this 5 % is taxed at the holding level with Körperschaftsteuer (corporate tax, 15 % through 2027), the solidarity surcharge and trade tax. The result: around 95 % of the proceeds remain tax-free inside the holding.
Is selling through the holding always cheaper?
No, and this is the key point. The low burden of around 1.5 % only applies while the money stays in the holding and is reinvested there. As soon as you distribute the proceeds to yourself privately, an additional Abgeltungsteuer (flat capital gains tax) of 25 % plus the solidarity surcharge applies (§ 32d EStG). The total burden then approaches the direct sale. The real advantage of the holding is tax deferral: you reinvest the untaxed amount and keep it working instead of paying tax today.
When does the holding have to be in place?
Before the sale, and in good time. The holding must already hold the shares before the sale becomes concrete. If you contribute your shares to a holding by way of a share-for-share exchange (Anteilstausch, § 21 UmwStG), a sale by the holding within seven years retroactively triggers taxation of a contribution gain (§ 22 para. 2 UmwStG); the taxable amount falls by one seventh for each completed year. A holding structure must therefore be built up years before the planned exit.
Read on
More on the holding
Holding structures: the tax advantages
The detailed background to this calculator: when a holding pays off, which lock-up periods apply and how to set the structure up in time.
Read the guideNießbrauch calculator
Transfer assets during your lifetime, keep the income, save tax - the capital value of the Nießbrauch (usufruct) at a glance.
Open the calculatorMore than a calculator.
Real advice.
The holding is one of the strongest levers in a company sale - but only if it is in place in time. In a personal conversation we examine whether the structure can still be built in your situation and which lock-up periods apply.