Compare the sale
Selling a company.
Compare the tax.
hether you sell your company directly as a private individual or through a holding decides hundreds of thousands here - and I work that out for you straight away. Enter your Veräußerungsgewinn (capital gain) and you see the difference between the Teileinkünfteverfahren (§ 17 EStG) and the 95 % tax exemption of the holding (§ 8b KStG) - including the liquidity advantage and the moment you actually need the money privately.
That is how much tax separates a direct sale from the holding on a Veräußerungsgewinn (capital gain) of EUR 1,000,000 - EUR 284,850 as a private individual (§ 17 EStG) against EUR 14,913 inside the holding (§ 8b KStG).
§ 8b KStG
Honestly: This saving is real, but it is deferred, not a gift. The roughly 1.5 percent only holds while the proceeds stay in the holding and keep working. The moment you distribute to yourself privately, a 25 percent Abgeltungsteuer is added on top (§ 32d EStG), and the total burden moves close to the direct sale. The real lever is deferral: you postpone the tax and let the untaxed amount work for you in the meantime.
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.
My tip from practice
The most expensive mistake with a holding is timing. The structure has to be in place before the sale becomes concrete - whoever only contributes the shares to a holding shortly before the exit (§ 21 UmwStG) retroactively triggers taxation of the contribution gain on a sale within seven years (§ 22 para. 2 UmwStG); the taxable amount falls by only one seventh for each completed year. A holding therefore wants to be built up years before the planned sale, not in the quarter before it. And it is no end in itself: if you need the proceeds privately anyway, the Abgeltungsteuer (§ 32d EStG) eats the advantage back up. Both belong on the table before you sign.
Florian Enders, Tax Adviser · § 22 UmwStG
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
You can see the tax difference. These are the two things I would work with next in your position - the detailed guide to the structure and the calculator for the lifetime transfer.
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. Bring your figures and your planned time horizon, and in the initial consultation I check whether the structure can still be built in your situation, which lock-up periods are running and when you will actually need the money privately.