Valuation of a GmbH share with disproportionate rights

If a GmbH share is associated with significantly different profit participation and voting rights, this must also be taken into account when valuing this share for tax purposes.

After an entrepreneur had transferred the majority of his GmbH to a foundation, but had only provided this share with minimal profit participation and voting rights, a dispute arose with the tax office regarding the valuation of the share and thus the amount of the donation share. The tax office saw the reduced profit participation and voting rights as a factor that significantly reduced the value and has now received backing from the Federal Fiscal Court: If the profit-sharing and voting rights with which a share in a corporation is endowed fall considerably short of the share in the nominal capital, this must generally be taken into account as a value-reducing factor when determining the market value of this share, provided that the liquidation of the company is not specifically foreseeable. The disproportionate rights are neither to be regarded as unusual nor as personal circumstances that should be disregarded when determining the market value.