Loan waiver in crisis situations

The loss incurred as a result of a loan waiver to a corporation can be taken into account at shareholder level. A distinction must be made here between the recoverable and the non-recoverable portion of the loan, as only the latter can be recognized as a loss. If the waiver is made under a debtor […]

The (pre-)registration obligations of a civil law partnership (GbR) under the MoPeG

The Act on the Modernization of Partnership Law (MoPeG) came into force on 1 January 2024, codifying the legal capacity of the GbR. In this process the so-called company register for the GbR was also introduced, comparable to the commercial register for partnerships and corporations. Registration of the GbR in the company register is generally […]

Vesting clauses in employee participation programs put to the test

In March 2025, the Federal Labour Court (BAG) made two groundbreaking decisions that changed the legal situation for virtual option rights in employee stock option plans. Firstly, it declared certain forfeiture clauses for so-called vested virtual option rights to be invalid in the event of self-termination (BAG, judgment of 19 March 2025 – 10 AZR […]

HIDDEN PROFIT DISTRIBUTION WITH MERELY ACTUAL POSSIBILITY OF USE

The German Fiscal Court (BFH) recently dealt with the question of whether the mere actual “possibility of use” of a property is sufficient for the existence of a hidden profit distribution. In the opinion of the BFH, this is not the case. Rather, a transfer for private use or actual private use is required for […]

The new Reorganization Tax Decree

The Federal Ministry of Finance (BMF) published a new letter regarding the application of the German Reorganization Tax Act (Umwandlungssteuergesetz) (so-called Reorganization Tax Decree (Umwandlungssteuererlass)) on 2 January 2025. The regulations contained therein are binding for the tax authorities. The new decree replaces the previous reorganization tax decree dated 11 November 2011. The following article […]

Gift tax on the transfer of shares in the company

In the case of a gift tax event under § 7 para. 8 ErbStG (German Inheritance and Gift Tax Act), the Münster Fiscal Court considers it imperative – contrary to the opinion of the tax authorities – that the donor acts “in awareness of the gratuitousness”. This subjective element cannot be assumed merely because the […]

New version of the BMF letter on disproportionate profit distribution

The Federal Ministry of Finance has adjusted its opinion with regard to the income tax treatment of disproportionate profit distributions in line with the previous case law of the Federal Fiscal Court. According to this, in certain cases, even a resolution that breaches the Articles of Association should be sufficient for the tax recognition of […]

On the permissibility of vesting provisions for founders of start-ups

Vesting provisions for the founders of a start-up are regularly included in the investment and shareholder agreements (in short ISHA) after a financing round has been carried out. Nevertheless, the case law of the supreme and higher courts has not yet dealt with this. Now, the Berlin Court of Appeal (Kammergericht) has finally dealt with […]

The Annual Tax Act 2024

The Annual Tax Act 2024 contains interesting and relevant changes for both private individuals and entrepreneurs. Important changes primarily affect start-ups in the context of employee participation, property owners with regard to the property tax reform and inherited properties, investment funds and investors. These changes and innovations will be briefly summarized in this article.