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The disclaimer is absolutely right, you should consult a qualified accountant because the rest of the article is wrong. First of all, it's not just about SaaS,

by TomK32 2y ago

The disclaimer is absolutely right, you should consult a qualified accountant because the rest of the article is wrong. First of all, it's not just about SaaS, but all GmbH. I don't see any reason why Germany should make exceptions for software companies as the author wishes for in the second-to-last paragraph. In regards to taxation of a sale I can only point to this first google result: https://www.rosepartner.de/besteuerung-verkauf-gmbh-kauf.html#c9888 https://www.rosepartner.de/besteuerung-verkauf-gmbh-kauf.htm... In cases where you personally owned the company, only 60% of the sale price will taxed. After this Teileinkünfteverfahren the 60% are indeed subject to your incomee tax. Even better as sales are consindered außergewöhne Einkünfte their taxation will follow the Fünftelregelungen where the sale profit is spread across five years. https://de.wikipedia.org/wiki/F%C3%BCnftelregelung https://de.wikipedia.org/wiki/F%C3%BCnftelregelung Realistically you'll end up paying taxes comparable to the 10~20% you can expect in the US. Edit: Sorry, missed that part about the seller GmbH still existing afterwards. But the next paragraph I linked goes into that as well: https://www.rosepartner.de/besteuerung-verkauf-gmbh-kauf.html#c9889 https://www.rosepartner.de/besteuerung-verkauf-gmbh-kauf.htm... Again, Teileinkünfteverfahren only 60% being taxed.

dkyc 2y ago
You should read the article in full, and/or learn the difference between a share and asset deal. Your link is about the former, the article about the latter.
- Arnt 2y ago
  "You can have the shares for €4m or the assets for €5m". Both sides have agency in a negotiation. AIUI the .de rules are intended for a somewhat different situation, perhaps more common. The article describes a situation where almost all of the exit is profit. I'm happy for you if you're in that situation, but I'd guess that most people have costs. In that case .de lets you set costs from past years against the exit, and I've heard (hearsay alert!) that .de gives you more flexibility than most countries. All that said: if you have high income and no costs, German taxes are hard on you, it's true.
  - csomar 2y ago
    That's not how negotiations work. There is a price that the buyer is willing to pay. He is not going to pay your taxes.
    - Arnt 2y ago
      In my experience, if you make someone two offers, they'll generally stop to consider which one is best for them.
vincent_s 2y ago
Thanks for sharing that link, but it actually confirms my point. That article is about selling GmbH shares ("Share Deal"), but as explained in my post, buyers of smaller SaaS companies ($1-10M) almost never want to do share deals - they want asset deals.
- fabian2k 2y ago
  Okay, so they don't want to buy the obligations. Why should the German state encourage and subsidize that behaviour?
- TomK32 2y ago
  Sorry, missed that part about the seller GmbH still existing afterwards. But the next paragraph I linked goes into that as well: https://www.rosepartner.de/besteuerung-verkauf-gmbh-kauf.html#c9889 https://www.rosepartner.de/besteuerung-verkauf-gmbh-kauf.htm... Seller GmbH sells their assets, profits are taxed accordingly. Only when taking that profit our the individual is taxed but as I mentioned above the Teileinkünfteverfahren, only 60% being taxed.

by TomK32 2y ago

dkyc 2y ago

You should read the article in full, and/or learn the difference between a share and asset deal. Your link is about the former, the article about the latter.

Arnt 2y ago
"You can have the shares for €4m or the assets for €5m". Both sides have agency in a negotiation. AIUI the .de rules are intended for a somewhat different situation, perhaps more common. The article describes a situation where almost all of the exit is profit. I'm happy for you if you're in that situation, but I'd guess that most people have costs. In that case .de lets you set costs from past years against the exit, and I've heard (hearsay alert!) that .de gives you more flexibility than most countries. All that said: if you have high income and no costs, German taxes are hard on you, it's true.
- csomar 2y ago
  That's not how negotiations work. There is a price that the buyer is willing to pay. He is not going to pay your taxes.
  - Arnt 2y ago
    In my experience, if you make someone two offers, they'll generally stop to consider which one is best for them.

vincent_s 2y ago

Thanks for sharing that link, but it actually confirms my point. That article is about selling GmbH shares ("Share Deal"), but as explained in my post, buyers of smaller SaaS companies ($1-10M) almost never want to do share deals - they want asset deals.

fabian2k 2y ago
Okay, so they don't want to buy the obligations. Why should the German state encourage and subsidize that behaviour?
TomK32 2y ago
Sorry, missed that part about the seller GmbH still existing afterwards. But the next paragraph I linked goes into that as well: https://www.rosepartner.de/besteuerung-verkauf-gmbh-kauf.html#c9889 https://www.rosepartner.de/besteuerung-verkauf-gmbh-kauf.htm... Seller GmbH sells their assets, profits are taxed accordingly. Only when taking that profit our the individual is taxed but as I mentioned above the Teileinkünfteverfahren, only 60% being taxed.