In its ruling of 24 September 2024, the Brandenburg Higher Regional Court clarified that a managing director is in breach of his duty if he withdraws assets from the company for his own benefit and to the detriment of the company. The withdrawal of company assets without compensation by the managing director, who was also a shareholder, also constituted an existence-threatening intervention and led to liability under Section 826 of the German Civil Code (BGB).
Inheritance tax is currently receiving increased attention. The discussion is being shaped by both legal questions and an increasingly lively political debate. Particular focus is being directed towards the various proceedings that have been pending before the Federal Constitutional Court for several years.
A Paris civil court has drawn a clear line on the limits of environmental marketing by large energy companies. On 23rd of October 2025 (N° RG 22/02955 – N° Portalis 352J-W-B7G-CWJKL), the court held that TotalEnergies may not advertise climate neutrality where the company’s actual business conduct does not align with that claim. The decision sets an important benchmark for environmental communications in the European energy sector, emphasizing that sustainability promises must be credibly substantiated by concrete corporate measures.
Serious doubts as to whether a distribution of an estate will lead to a change in the shareholder structure of at least 90% of the shares in a property-owning limited liability company within the meaning of Section 1(2b) of the Real Estate Transfer Tax Act (RETTA)
On 10 September 2025, the Federal Cabinet approved a draft bill to promote private investment and the financial centre (Location Promotion Bill). The draft law aims to provide a stronger impetus for private investment. To this end, the framework conditions for private investment should improve, particularly with regard to infrastructure, renewable energies and venture capital. Companies in the financial market sector will be relieved of unnecessary bureaucracy with the elimination of unnecessary auditing, reporting and disclosure requirements.
The North Rhine-Westphalia (NRW) tax authorities have now compiled all the important information on the tax obligations of influencers and published it on a central website.
On August 6, 2025, the Federal Ministry of Finance (MoF) sent the draft bill for a law to adjust the Minimum Tax Act (“MTA”) and implement further measures (“MTAA – Draft”) to the associations for comment by August 11, 2025. The draft bill includes measures for the implementation of the OECD Administrative Guidance on Article 9.1 of the Global Anti-Base Erosion Model Rules from January 2025 as well as “accompanying measures" that are intended to contribute to the simplification of international tax law ("decluttering") outside the scope of the MTA.
In an interim decision, dated 9 July 2025 (II B 13/25 (AdV) and published on 31 July 2025, the Supreme Tax Court considered it doubtful, following a summary examination, that in cases where the contractual acquisition transaction (signing) and the transfer of the shares (closing) take place at different times, real estate transfer tax can be assessed twice – namely once upon signing under Section 1(3) No. 1 of the German Real Estate Transfer Tax Act (“RETTA)” (signing) and once upon closing under Section 1(2b) RETTA – if the tax office is aware at the time of assessment for the signing that the closing has already occurred.
According to press reports a new draft bill has been introduced by Work and Pensions Minister Bärbel Bas (SPD) with the aim of easing legal requirements for company pension plans (Second Act for the Promotion of Company Pension Plans).
The right to tax carried interest (i.e. the additional share of profits disproportionate to the capital invested) is vested in the country of residence either under Art. 21(1) Double Tax Agreement-USA (“DTA-USA”) (Other Income) or under Art. 13(5) DTA-USA (Capital Gains) if the corresponding income constitutes income from asset management and not income from business activities. In a recent decision, the Schleswig-Holstein Tax Court ruled on the treaty qualification of the carried interest received by a German resident shareholder (the intervenor) of a limited liability company established under the law of the US state of Delaware with its registered office and place of management in the US (the claimant).
With the entry into force of the Act for the Modernisation of Partnership Law (“MoPeG”) on 1 January 2024, the legislators fundamentally reformed the rules regarding defective resolutions for commercial partnerships (OHG, KG, GmbH & Co. KG). Sections 109–115 of the German Commercial Code (HGB) contain for the first time detailed provisions on resolution procedures and the judicial enforcement of resolution defects.
In its decision of 6 June 2025 (II B 43/24 (AdV)) the Supreme Tax Court held that, upon summary examination, it was seriously doubtful whether contributions made by a shareholder to the capital reserve of a limited liability company (GmbH) lead to a taxable increase in the value of the shares of the co-shareholders within the meaning of Section 7(8) Sentence 1 of the Inheritance Tax and Gift Tax Act (“IHTGTA”) if the shareholders agree that the contributions are to be allocated to the contributing shareholder.
On Thursday, 26 June 2025, the Bundestag adopted the draft bill for the “Act for an Immediate Tax Investment Programme to Strengthen Germany as a Business Location” as proposed by the coalition parties (21/323).
In a most recent decision in relation to a request to suspend a tax payment, the Supreme Tax Court confirmed the constitutionality of the rate of the late- payment penalties because of the rise in interest rates that began with the start of the war in Ukraine. According to the Court, at least since March 2022, there are no longer any serious doubts about the constitutionality of the statutory regulation on the amount of late-payment surcharges.
In the summary review required during suspension proceedings under Section 69 (3) of the German Tax Court Code, the loss set-off restriction for forward transactions/futures under Section 20 (6) Sentence 5 of the German Income Tax Act (ITA) in the version of the Finance Act 2020 of 21 December 2020 (Federal Law Gazette I 2020, 3096) is incompatible with Article 3 (1) of the German Constitution. This was decided by the Supreme Tax Court in a ruling published on 27 June 2024.
In a recent judgement, the Federal Social Court confirmed the German Pension Insurance of Oldenburg-Bremen’s opinion and thus overturned the decisions of the lower courts. At the heart of the case was the question of whether expenses for an office anniversary celebration, which amounted to more than EUR 110 per employee and was only subjected to flat-rate taxation on a date well after the pay slip was issued, were subject to social security contributions.
In a detailed circular dated 12 June 2024, the Federal Ministry of Finance has commented on the input tax deduction by legal entities under public law operating as businesses.
At its meeting on 5 June 2024, the Federal Cabinet adopted a government draft for the
Finance Act 2024 (FA 2024). Despite numerous revisions, the material amendments from the original draft from 8 May 2024 have been limited. The main changes are shown in italics and red in the following summary of the government draft in italics and red.
