Federal Fiscal Court ruling: Contribution gain on inheritance
If a successor [unentgeltlicher Rechtsnachfolger] sells shares received within the seven-year lock-up period [Sperrfrist], a contribution gain [Einbringungsgewinn I] arises retroactively (section 22(1) sentence 1 of the Reorganisation Tax Act [Umwandlungssteuergesetz–UmwStG]). To whom this gain is to be attributed has been disputed, because section 22(6) of the Reorganisation Tax Act deems the successor to be the contributing party. The tenth chamber of the Federal Fiscal Court [Bundesfinanzhof–BFH] has now ruled that the gain is to be attributed to the original contributing party. A foundation [Stiftung] as heir is therefore not subject to corporation tax on the gain but is taxed on it, as universal successor [Gesamtrechtsnachfolgerin], at the deceased’s income tax rate. The Federal Fiscal Court applies a teleological reduction to the wording, which it considers unambiguous in this respect (Federal Fiscal Court judgement of 22 Sep 2026, file ref. X R 8/24).
