Hold your investments privately or inside your own company? The asset-managing GmbH (vermögensverwaltende GmbH) is the most debated structuring question among wealthy investors — and the answer is quantifiable. It turns on three variables: asset class, retention ratio and time horizon. With corporation tax falling from 2028, the maths shifts further in the company's favour.
The core principle: retain earnings at a low tax rate
A GmbH that manages exclusively its own assets pays corporation tax plus solidarity surcharge on its income — currently 15.825 percent. Where the activity is pure asset management with no trading operations, ideally no trade tax applies. Compared with the 26.375 percent flat withholding tax on private assets — or ordinary income tax rates on rental income — this creates a retention advantage that compounds when reinvested. The tax charge at shareholder level only arises on distribution; long-term builders can defer it for decades.
The disciplines in detail
Securities and shareholdings
This is where the GmbH plays its strongest card: gains from the sale of shares in corporations are effectively 95 percent tax-free under § 8b KStG (German Corporation Tax Act) — an effective burden of under two percent. For dividends , the exemption applies only from a 10 percent shareholding at the start of the year (§ 8b Abs. 4 KStG); portfolio dividends are fully subject to corporation tax. The full mechanics — including the 5 percent trap — are covered in our article on § 8b KStG. Interest and fund income are taxed at the standard rate.
Real Estate
A real estate GmbH benefits from the extended trade tax deduction (§ 9 Nr. 1 Satz 2 GewStG): where the company exclusively manages its own real property, rental income remains free of trade tax — leaving 15.825 percent. Harmful ancillary activities (operating fixtures, short-term letting, commercial property trading) forfeit the deduction; we have mapped the boundaries in our detailed analysis . The trade-off: the ten-year private holding period does not exist inside a GmbH — capital gains remain permanently taxable.
Under the immediate investment programme, the corporation tax rate falls by one point per year from 2028 — from 15 to 10 percent by 2032. The retention burden of an asset-managing GmbH is thus set to drop to around 10.5 percent including solidarity surcharge. Full details in our analysis of the Investment Booster.
When the structure does not pay off
- Consumption needs: If you must distribute regularly, the retention advantage evaporates — distributions cost an additional 26.375 percent flat withholding tax.
- Small volumes: Bookkeeping, annual accounts and disclosure are ongoing costs; below roughly 250,000 to 500,000 euros of invested assets, administration frequently eats up the tax advantage.
- Portfolio dividend strategies: without a 10 percent shareholding, there is no § 8b exemption on dividends.
- Loss offsetting: Losses remain trapped inside the company and cannot be offset against private income.
Fitting into the overall structure
The asset-managing GmbH delivers its full effect as a building block within a holding architecture: as a family pooling company, as a reinvestment vehicle after a business sale, or as a parent entity holding operating stakes, real estate and securities in separate compartments. Whether that stacks up at your scale is answered in our article When Is a Holding Really Worth It? , with concrete thresholds. For succession planning, note: Verwaltungsvermögen (passive assets) is not privileged for inheritance tax purposes — this calls for early structuring.
Frequently Asked Questions
What is the tax burden of an asset-managing GmbH?
Currently 15.825 percent on retained earnings (corporation tax + solidarity surcharge); the same for real estate with the extended deduction, plus trade tax where trading activity contaminates the structure. Gains on the sale of shares are 95 percent exempt. From 2028, corporation tax falls in steps to 10 percent (2032).
From what asset level does the GmbH pay off?
As a rule of thumb, from mid six-figure amounts with a high retention ratio and a long horizon — what matters is the individual calculation across asset mix, costs and distribution needs.
GmbH or GmbH & Co. KG for real estate?
An asset-managing GmbH & Co. KG holds real estate as the shareholders' private assets for tax purposes (the holding period exemption remains available), while the GmbH retains earnings at a lower rate. The choice hinges on exit strategy and financing — both belong before the first acquisition.
More than 20 years advising entrepreneurs, investors and family businesses. Reserved tax services are provided by our partner tax firm, TABAK Steuerberatung.
Firm Profile →Have your structure run through the numbers.
We quantify private holding vs. GmbH vs. holding structure for your asset mix — including exit and succession scenarios.