German Federal Tax Court decided that also a share deal can fulfil the conditions of a non-taxable transfer of a going concern (TOGC)

In general, the ownership transfer of shares in a corporation such as a German GmbH, in contrast to the ownership transfer of assets, is not sufficient as such to enable the purchaser to continue an independent economic activity of the seller, hence to fulfil the conditions of a non-taxable TOGC. However, the situation may be different if the shares in the GmbH, which is the subsidiary in a fiscal unity according to the VAT rules, are transferred to a purchaser as the new parent company and who will be maintaining the fiscal unity with the subsidiary..

Source: dlapiper.com

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