UG & GmbH day to day · 4.7
How is a profit distribution taxed?
Short answer
For a distribution, the shareholders pass a resolution once the annual financial statements are finalized. The GmbH withholds Kapitalertragsteuer (capital yields withholding tax) and remits it; the remainder goes to you. For you, the tax liability is generally settled with this.
Key points
- Resolution: Distributions require a shareholder resolution. The Stammkapital (share capital) must not be impaired. In the case of a UG, statutory reserves take priority.
- Kapitalertragsteuer: The GmbH withholds it, files the notification, remits it, and issues you a tax certificate.
- Option: If you hold a significant interest, you can opt for the Teileinkunftsverfahren (partial income method) instead of the Abgeltungsteuer (flat-rate withholding tax). Under this method, 60% is taxable at your personal income tax rate, and 60% of related expenses are recognized.
- Holding company: If a holding GmbH holds the shares, the distribution there is largely tax-free.
Example: €10,000 distribution, of which €2,500 is Kapitalertragsteuer and €137.50 Soli. You receive €7,362.50.
Figures & thresholds (as of November 2026)
- Kapitalertragsteuer: 25% + 5.5% Soli, plus church tax if applicable
- Filing and remittance: by the 10th of the month following the payout
- Teileinkunftsverfahren: from a 25% shareholding, or from 1% with active professional involvement in the company
Legal basis
§ 29 GmbHG§ 30 GmbHG§ 20 EStG§ 32d EStG§ 43 EStG§ 44 EStG§ 45a EStG
Continue
- Next video: What is a hidden profit distribution?
- Related: What Are the Benefits of a Holding Structure?
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