Share purchase
The purchase of shares (also English share deal ) is next to the purchase of all or part of the assets of a company ( English asset deal ) a form of company acquisition . Here, the buyer by the seller acquires the shares of for sale society . The term share deal can also be used to describe the partial takeover of shares in a company.
background
The purchase of shares represents a legal purchase in accordance with Section 453 (1) of the German Civil Code ( BGB ), whereby shares , GmbH shares (business shares ) and company shares in a partnership are the object of purchase. As a result, the acquirer becomes a shareholder and receives the rights and obligations associated with the participation.
A share deal is a purchase and transfer agreement for a participation under company law (e.g. in a GmbH or stock corporation ). As a rule, detailed agreements are made about the extent to which risks (e.g. possible tax liabilities or warranty claims) are to be borne by the buyer or seller. Sellers often prefer a share deal over an asset deal . a. because a capital gain from a share deal is tax-favored in many jurisdictions.
Sale of shares in real estate transactions
Whether the share deal (i.e. the purchase of shares in a company whose assets essentially consist of a property) or the asset deal (direct purchase of the same property) is more favorable for an investor in real estate transactions depends on the respective tax and business situation. Share deals have become more attractive in cities with high real estate transfer tax , such as Berlin or Frankfurt with currently 6 percent. Investors do not buy the property including the building, but the majority of shares in a company, which must be less than 95%. This company is often set up specifically to own such a property. Critics therefore speak of a tax loophole that needs to be closed as quickly as possible. There is also the problem of transparency, because the previous owner with a little more than 5 percent remains in the land register, while the remaining 95 percent remain in the dark and the traces of the nested GmbH substructures are often lost in tax havens such as Luxembourg , Liechtenstein or Cyprus .
literature
- Beisel, Wilhelm / Klumpp, Hans-Hermann The purchase of a company - an overview of the civil and tax law processes, including corporate, labor and cartel law issues when transferring a company . 5th edition. Beck Verlag, Munich 2006 ISBN 3406537073 .
- Ralf Ek / Philipp von Hoyenberg: Company purchase and sale , Beck legal advisor in dtv, 1st edition 2006, ISBN 3-406-54707-9 (CH Beck)
- Rödder, Thomas / Hötzel, Oliver / Mueller-Thuns, Thomas Company purchase, company sale - civil law and tax law structuring practice . 1st edition. Verlag CHBeck, Munich 2003, ISBN 3406426328 .
Individual evidence
- ↑ David Böcking / Nicolai Kwasniewski / Philipp Seibt: Megadeals with real estate: Citizen pays, investor shines . In: Spiegel Online . February 14, 2019 ( spiegel.de [accessed February 19, 2019]).
