1. The assets at the end of the liquidation of a corporation
According to Section 11 (2) KStG, liquidation profit is the difference between the final liquidation assets (Section 11 (3) KStG) and the initial liquidation assets (Section 11 (4) KStG).
The liquidation profit is paid out at the end of a continuous liquidation procedure according to §§ 65 ff. GmbHG.
The taxation of this payout gain is as follows:
2. Taxation of the liquidation profit of a GmbH / UG (limited liability)
a) Repayment of nominal capital
If the subscribed capital and the tax contribution account are transferred to the company in accordance with § 27 KStG
ter is paid out, it is a sale process. The aforementioned payments represent the sale price for the shares. The acquisition costs of the participation are to be deducted from this.
If the “disbursement-privileged” shareholders are not the founding shareholders, this process usually leads to a tax loss, which is taxable for shares held as private assets via Section 17 (4) sentence 2 EStG and for shares held as business assets as part of the business assets comparison. is to be taxed using the partial income procedure or the exemption procedure according to § 8b para. 2, para. 3 KStG.
b) Rückzahcredit balance in excess of the nominal capital
Disbursements from reserves of the corporation belong to the investment income i. s.d. § 20 Para. 1 No. 2 EStG, which represents operating income when the shares are allocated to business assets (cf. § 20 Para. 8 EStG). The amounts are subject to capital gains tax at 25% (see §§ 43 et seq. EStG).
In the case of shareholders who are subject to income tax and hold shares as private assets, the taxation is thus in principle settled. In the case of shares in business assets or private assets with an option under Section 32d (2) No. 3 S.1 EStG, the remuneration would have to be included in the assessment, but remains 40% tax-free (Section 3 No. 40 S. 1 Letter e ) Income Tax Act).
In the case of shareholders who are subject to corporate income tax, these distributions are subject to section 8b (1) KStG i. In connection with Section 8b (5) of the KStG, the full scope of this should be disregarded if the stake is at least 10% (Section 8b (4) sentence 1 of the KStG).
This article does not constitute concrete and individual legal advice, but only provides a rough initial overview of the very complex legal matter described. You can only obtain legal certainty for your specific case constellation through coordinated examination and advice from a competent lawyer.
I am happy to be at your disposal as a lawyer and specialist lawyer for a legal assessment and assessment of your case and represent your interests assertively and resolutely. the tax authority. Feel free to contact me by phone or write to me.
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