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Foreign shareholdings – Notification obligations

The Fiscal Code (Abgabenordnung, AO) contains a reporting obligation on the basis of which German taxpayers have to notify their competent tax offices of particular cross-border transactions. This includes, among other things, the founding and acquisition of businesses and permanent establishments abroad as well as shareholdings in foreign partnerships and corporations.

However, there are de minimis thresholds for reporting obligations relating to corporate bodies, associations of persons and pools of assets. Accordingly, the tax office only needs to be notified if 

  • the stake in the share capital or in the assets of the foreign company or the pool of assets is at least 10%, or 
  • if the acquisition costs of all the shareholdings come to more than €150,000. 

Since there had been a need for clarification in respect of Section 138(2) AO, the Federal Ministry of Finance commented on this in a circular from 28.12.2020 (reference: IV B 5 – S 0301/19/10009 :001). Here, the Ministry clarified that the reporting obligation should also apply to indirect shareholdings. However, the notification requirement applies only to those shareholdings that German taxpayers themselves have acquired for payment or without payment. The notification requirement generally comes into effect not only when there are changes of ownership but also in the event of the sale of a shareholding. 

The notifications have to be submitted together with the income tax return, corporation tax return, or the statement illustrating the determination of the bases for tax assessment for the taxable period when the situations to be communicated were achieved, however, at the latest after a period of 14 months after the end of this taxable period. 

Please note: This is a non-extendible deadline since it is neither an officially specified time limit nor a deadline for submitting a tax return.

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