030 555 721 370
anfrage@guhr-steuerberatung.de
Auerstr. 14, 10249 Berlin
Service · Lifecycle & Digital
Buying or selling – the tax-smart way.
In a company acquisition, the structure decides millions: share deal or asset deal, purchase price or purchase-price allocation, holding or private. We review, value and structure the transaction – so the tax doesn't eat your return.
Tax due diligence- Share vs. asset deal
- Tax clauses reviewed
Sound familiar?
The deal is set – so is the tax trap.
This is what we see in transactions again and again when tax only enters the room after the handshake:
You don't know what you're really buying.
Without tax due diligence, a share deal means you also inherit the tax risks of the past – tax audit included.
Share deal or asset deal – you're guessing.
The choice decides depreciation volume, liability and tax burden. What's good for the buyer often isn't for the seller.
The purchase price is set, the valuation is missing.
Without a sound company valuation you overpay or sell too cheaply – and there's no justification for the tax office.
You sell privately instead of through the holding.
A share sale from private assets is fully taxed – through a holding, roughly 95% stays tax-free under §8b KStG (German Corporate Income Tax Act).
The purchase agreement has no tax clauses.
Without indemnity and tax clauses, you as buyer are liable for legacy issues – or, as seller, pay up years later.
After closing the chaos begins.
Without a post-merger plan, bookkeeping, tax group (Organschaft) and systems don't fit together – and the expected synergy fizzles out.
What we handle for you
The whole transaction – tax-secured.
From the review through the structure to integration after closing:
Tax due diligence
We review the target for tax risks – hidden profit distributions (verdeckte Gewinnausschüttung), tax-audit provisions, VAT and open deadlines.
Share deal vs. asset deal
We run the numbers on both routes – depreciation potential, loss carry-forwards, real-estate transfer tax (Grunderwerbsteuer) and liability – and recommend the right one.
Company valuation
A transparent valuation by capitalised-earnings or multiples as the basis for negotiation, purchase price and your case to the tax office.
Tax-optimal purchase/sale structure
We structure through the holding – so the sale gain stays roughly 95% tax-free under §8b KStG rather than being fully taxed.
Tax clauses in the purchase agreement
We draft indemnity, tax and purchase-price clauses – together with lawyers and notaries from the GUHR network.
Post-merger integration
We bring bookkeeping, tax group (Organschaft) and reporting together – so two companies become one cleanly manageable whole.
What changes for you
A deal that adds up.
You negotiate from a position where the tax is already priced in:
You know the risks before you buy.
Tax due diligence exposes legacy issues – you renegotiate the price or protect yourself with a clause.
The structure suits your side.
As a buyer you maximise depreciation, as a seller your net proceeds – not the option that benefits the other side.
Your sale gain stays largely tax-free.
Through the holding structure, roughly 95% of the capital gain stays untaxed under §8b KStG instead of being fully taxed in private hands.
The purchase price is justified for negotiation.
With a robust valuation you argue as an equal at the table – and with the tax office.
You're not liable for someone else's legacy.
Clean tax clauses push the risk of the past where it belongs – not onto you.
After closing, it keeps running.
Bookkeeping, tax group (Organschaft) and reporting are integrated – you steer the new whole with real numbers from day one.
A personal note from Karsten Guhr
In a transaction, it isn't the purchase price that decides success – it's the structure behind it. I make sure you know what you're buying, and that your sale gain stays largely tax-free through the holding – all coordinated with the lawyers and notaries in our network.
Head office Berlin · clients from Sylt to Garmisch
Nationwide · 100 % digital
One firm. Available anywhere in Germany.
Whether Berlin, Munich or somewhere in between: we run every mandate fully digital – DATEV-connected, signed PDFs, video meetings. No commuting, no postal delays, no 90s-style bookkeeping.
- 01
DATEV Unternehmen online
Receipts, banking, payroll, reports – you work in the standard interface every German tax advisor speaks. No vendor lock-in.
- 02
Video meetings instead of on-site visits
Quarterly review, tax strategy, holding check – via video with screen sharing. You save half a day every time.
- 03
Signed PDFs & digital powers of attorney
Tax filings, annual accounts, contracts – signed via qualified e-signature. Accepted by the tax office, done in minutes.
How we work
From the first look to beyond closing.
Structured through every phase of the transaction – with a team that leads on tax.
Analysis & target picture
We clarify your role – buyer or seller – your goals and the key facts of the transaction.
01
Due diligence & valuation
We review the target for tax and deliver a robust valuation as your negotiating basis.
02
Structure & agreement
We design the tax-optimal structure and draft the tax clauses – together with the network of lawyers and notaries.
03
Closing & integration
We see the deal through and merge the companies for bookkeeping and tax purposes.
04
030 555 721 370Frequently asked questions
Questions about the transaction.
What buyers and sellers ask us most often before a deal.
Planning to buy or sell?
Bring tax to the negotiating table.
In the intro call we clarify your role, the structure and the biggest tax levers in your transaction – before you sign.