Capital increase with premium – gift tax pitfalls for start-ups

What is a capital increase with a premium?

A capital increase with a premium means that new company shares are issued at a higher price than the nominal value. The difference between the issue price and the nominal value is known as the premium and is allocated to the company’s capital reserves[1].

Gift tax risks

A capital increase with a premium can be problematic from a gift tax perspective if the issue price of the new shares is below the market value. In this case, a gift may be made to the subscribers of the new shares, which is subject to gift tax[1].

Solution approaches

In order to avoid a gift tax liability, the issue price of the new shares should correspond to the market value. This can be determined by a valuation report. Alternatively, a price adjustment clause can be agreed, according to which the issue price is subsequently increased if the market value is higher[1].

You can find more valuable tips and information on this complex topic in our detailed blog post.