Crypto GmbH: 25.6 percent tax from the first sale, nothing privately after a year: what matters now

A crypto GmbH pays tax on every realised gain, and it does so from day one. Depending on the municipality, the burden runs from 25.6 to 33.3 percent. Held privately, the same gain is tax-free after a holding period of one year. Whether a GmbH is worth it for crypto is therefore not a question of the tax rate but a question of the time horizon.

If you buy coins, leave them for a year and then need the money privately, you are almost always better off without a company. If you trade frequently, reinvest the gains inside the company over years and do not take them out, the GmbH structure can win. This article works through both routes at the rates in force, names the three expensive myths and shows what the draft bill of September 30, 2026 would change in the calculation.

Several names circulate for the same thing. Trading GmbH, crypto trading GmbH, Bitcoin GmbH and asset-managing GmbH usually mean the same construction: a corporation that holds and trades cryptocurrencies on its own account. Whether the articles of association name asset management or trading as the purpose changes nothing about the tax position of a crypto GmbH. All that matters is that a corporation stands behind the holding.

Crypto in a GmbH: corporation tax and trade tax from the first sale

For tax purposes, crypto-assets are economic assets. Held inside a GmbH, they form part of the business assets, that is, the assets serving the company's operations. Every realised gain therefore increases the company's profit, and corporation tax and trade tax fall due on that profit. The holding period plays no part: selling Bitcoin after three weeks or after seven years makes no difference to the GmbH's tax rate.

Trade tax is the item most often underestimated. Many assume that a company which merely manages its own assets and conducts no trade in the everyday sense stays exempt. The statute takes a different view. Under section 2(2) sentence 1 of the Trade Tax Act, the activity of corporations counts "always and in full" as a trade or business, and the GmbH is named there expressly. Liability for trade tax therefore attaches to the legal form, not to the activity.

The extended reduction with which property companies avoid trade tax is no help here: section 9(1) sentence 2 of the Trade Tax Act requires the company to manage exclusively its own real property. A company holding coins does not meet that. How the line is drawn when crypto-assets sit inside a business that already exists is something we set out in our article on Bitcoin in a company, between private and business assets.

The one-year holding period under section 23 EStG applies only to private assets

The reason private investors in Germany have so far managed well without a company is in section 23(1) sentence 1 no. 2 of the Income Tax Act. What is taxable there are "disposals of other economic assets where the period between acquisition and disposal is not more than one year". Hold for longer than a year and no taxable event occurs at all. The gain goes untaxed, however large it is.

There is also an exemption threshold. Under section 23(3) sentence 5 of the Income Tax Act, gains stay tax-free if the total gain from private disposals in the calendar year came to less than 1,000 euros. A threshold of that kind is all or nothing: at a gain of 999 euros you pay nothing, at 1,000 euros the entire amount becomes taxable, not just the excess. An allowance would catch only the part above the line.

Both apply exclusively to private assets. Inside the GmbH there is neither the one-year period nor the threshold. The company's disadvantage is therefore no arithmetic slip but built into the statute. The wording can be read at the Federal Office of Justice in section 23 of the Income Tax Act.

25.6 to 33.3 percent: how the company's tax burden is put together

The burden on a GmbH consists of three components. Corporation tax amounts to 15 percent of profit for assessment periods up to 2027. Added to that is the solidarity surcharge, which under section 4 of the Solidarity Surcharge Act is 5.5 percent of the assessment base, that is, 5.5 percent of the corporation tax. Together that gives 15.825 percent.

The third component is trade tax, and this item varies. It arises from the tax base rate of 3.5 percent under section 11(2) of the Trade Tax Act, multiplied by the municipality's multiplier. The multiplier is the percentage each municipality sets for itself; where it decides nothing of its own, it is 280 percent under section 16(4) sentence 2 of the Trade Tax Act. Hence the range:

• Multiplier 280 percent: 9.8 percent trade tax, total burden 25.62 percent
• Multiplier 400 percent: 14.0 percent trade tax, total burden 29.83 percent
• Multiplier 500 percent: 17.5 percent trade tax, total burden 33.32 percent
• Private assets after one year: 0 percent

The company's seat therefore decides around eight percentage points of the tax burden. Which multiplier applies to your municipality is set out in its trade tax bylaw. Working out the figures cleanly for your own holdings is impossible without complete documentation; we have set the tools for that side by side in the comparison of crypto tax software and portfolio trackers.

From 2028 corporation tax falls, reaching 10 percent by 2032

A company is founded for years, and over those years the tax rate moves. Section 23(1) of the Corporation Tax Act now sets out a staged plan: 15 percent for assessment periods up to 2027, then 14 percent in 2028, 13 percent in 2029, 12 percent in 2030, 11 percent in 2031 and 10 percent from 2032.

For the total burden at a multiplier of 400 percent that means a slide from 29.83 percent today to 28.77 percent in 2028 and 24.55 percent from 2032. At a multiplier of 280 percent it falls over the same span from 25.62 to 20.35 percent. A GmbH that still trails the private route in 2026 stands differently in 2032, and anyone running the numbers today should carry those stages into the calculation rather than working with the current rate alone. The staged plan is set out verbatim in section 23 of the Corporation Tax Act.

The distribution costs a second time: 48.3 percent total burden

The rates named so far concern only the company level. The money then sits in the GmbH, not in a private account. Take it out and the second level applies. A profit distribution to a private shareholder attracts withholding tax of 25 percent under section 43a(1) no. 1 of the Income Tax Act, plus the solidarity surcharge, 26.375 percent together.

Calculated on a gain of 100,000 euros at a multiplier of 400 percent, it looks like this: the company pays 29,825 euros, leaving 70,175 euros. Distributing that amount costs a further 18,509 euros. What arrives privately is 51,666 euros, a total burden of 48.33 percent. At the minimum multiplier of 280 percent it is 45.24 percent. The same gain, realised privately after a holding period of one year, arrives undiminished under the law as it stands.

That names the decisive variable. The GmbH is strong where the money stays inside and keeps working, because only the first level then counts and compounding works on a larger amount. As soon as a withdrawal is planned, the advantage reverses.

Tax exemption through a holding company? Why section 8b KStG does not cover crypto-assets

In conversations about crypto structures the claim regularly comes up that a holding company makes 95 percent of profits tax-free. Behind it sits section 8b of the Corporation Tax Act, and the provision does not deliver that for crypto-assets. Its paragraph 1 leaves out of account income within the meaning of section 20(1) nos. 1, 2, 9 and 10(a) of the Income Tax Act. What is meant are profit distributions and comparable income from shares in corporations, that is, the case where one company holds a stake in another.

A Bitcoin is not a stake in a corporation. When a GmbH sells coins at a profit, that profit remains fully taxable, even with a holding company above the GmbH. The relief applies one storey higher and only to a different transaction: when the holding company disposes of the shares in the subsidiary. A holding company can therefore make sense on a later sale of the company; it does not make the running gains on coins any cheaper.

Building a structure on that promise alone means paying twice: once for the formation and advisory costs of a second company, and once for the full taxes you believed you were avoiding.

Contributing private coins to the GmbH counts as a disposal

The second expensive myth concerns the way in. Coins do not move from private assets into your own company free of tax. Whether you sell them to the GmbH or contribute them in kind, in both cases you part with an asset as a private individual and receive consideration for it. That is a disposal within the meaning of section 23 of the Income Tax Act.

A clear order follows. If the purchase is less than a year old, the contribution triggers income tax at your personal rate, and on the entire unrealised gain. Once the year has elapsed, the transaction stays tax-free privately, and the company records the market value as its acquisition cost. That higher entry value reduces later gains inside the GmbH. Waiting out the one-year period before contributing therefore gives nothing away; it raises the company's cost base.

Formally, the formation needs capital. Share capital must come to at least 25,000 euros under section 5(1) of the GmbH Act. Before registration in the commercial register, a quarter of the nominal amount must be paid up on each share under section 7(2), and at least half the share capital in total, so far as no contributions in kind are agreed. A contribution in coins is therefore possible, but it calls for a defensible valuation at the cut-off date, which means work when prices move.

At what point does private crypto trading count as a business?

The calculation above assumes your trading stays private, and that cannot be taken for granted. Business activity is described in section 15(2) of the Income Tax Act: an "independent, sustained activity undertaken with the intention of making a profit and presenting itself as participation in general economic life" is a trade or business. If the tax office classifies a private investor as an entrepreneur, the whole frame shifts: the income becomes business income, the one-year holding period falls away even without a company, and trade tax is added.

This line is not tied to a fixed number of crypto transactions. Trading one's own assets does not meet the criteria through frequency alone. It gets more critical when services for third parties come into play, such as managing crypto assets belonging to others, or when mining and staking are carried on at a larger scale. Where the tax authorities draw the line on mining is something we have written up under crypto mining and the question of business income.

For the decision about a company this counts twice over. If you are at risk of being classified as a business in any case, you lose the main advantage of the private route even without a GmbH. Corporate taxation inside the company then moves closer to the alternative, because the disposal gains are taxable either way.

Crypto losses: what the company may offset and private assets may not

This is the GmbH's strongest point, and it is named less often than the tax rates. A loss inside the company reduces its profit as a whole. It can therefore be set against income from consultancy, letting, interest or any other activity of the GmbH, because a corporation knows only one category of income.

With private assets it is different. Losses from private disposals may under section 23(3) of the Income Tax Act be offset only against gains from disposals of the same kind, in the same year or, via the loss carryforward, in later years. Against employment income or against gains on shares it does not work. What happens to losses already assessed from earlier years is something we have written up under checking the crypto loss carryforward.

For investors that means: carrying large realised losses in bad years while also having other business income recovers something inside the GmbH that lapses privately. That is a real advantage, but it works only if there is in fact something to offset.

Share capital, notary and annual accounts: the running costs of the GmbH structure

A GmbH is a standing obligation. Formation involves notarial recording of the articles of association and registration in the commercial register. After that, the same bundle of duties falls due every year: double-entry bookkeeping, annual accounts with a balance sheet, filing in the company register, corporation tax and trade tax returns, and VAT pre-returns so far as the company carries on activity relevant for VAT.

The size and extent of these items depend on the individual case. Notary fees follow the transaction value, and the tax adviser's fees follow the Tax Advisers' Fee Ordinance and the actual work involved. There are no defensible flat figures for this, and we deliberately name none here, because they diverge widely with the number of transactions and the quality of the preparatory work. What matters is the character of these costs: every one of these items falls due even in a year in which the company sells not a single coin.

That sets the lower bound for the whole consideration. Below a holding whose expected tax saving clearly exceeds the annual fixed costs, the structure does not pay off, even when everything else speaks for it.

How does the tax office review crypto? Record-keeping duties and custody in business assets

A stricter standard applies inside the company than privately. Every acquisition and every disposal is an accounting entry and has to be recorded with date, quantity, price and counter-value. The holding appears on the balance sheet and must be valued at the reporting date. Without clean individual records the profit cannot be determined, and an estimate by the tax authorities rarely falls in the taxpayer's favour.

The administrative frame for the tax treatment within business assets is set by the Federal Ministry of Finance circular of March 6, 2025 on the income tax treatment of crypto-assets. It uses crypto-assets as the umbrella term, allocates the income to the categories of income and requires, for determining the profit, individual valuation of the units disposed of at their carried-forward acquisition cost as a rule; average acquisition costs come into consideration only where that allocation is not possible. The whole crypto taxation of the company hangs on that requirement, because without allocable acquisition costs no profit can be determined.

Separating custody matters in practice. The GmbH's coins belong in wallets and accounts attributable to the company. Mixing company and private holdings in the same wallet jeopardises their attribution to business assets and creates a point of dispute that is hard to resolve after the fact. The same goes for key management: who may access the holdings, and how is that documented?

That the tax authorities find out is no longer the exception. Trading platforms in the EU are subject to reporting duties, and the automatic exchange of information is being extended to non-EU states; we described the state of play under the data exchange under the CARF framework. The assumption that a company draws less attention than a private individual does not hold: the GmbH files returns every year and discloses its figures.

What the planned reform of the holding period would change in this calculation

The entire comparison hangs on the one-year holding period. That is precisely what is up for decision. According to our reporting of October 16, 2026 on the status of the crypto holding period, a draft bill of September 30, 2026 provides for moving crypto-assets out of the private disposal regime and into that for capital investments. As at the date of that reporting, the cabinet had not decided, and the one-year period continued to apply unchanged.

Were the draft to pass in that form, private gains would become taxable regardless of the holding period, on the logic of capital investments at 25 percent plus the solidarity surcharge, so 26.375 percent. Today's advantage of the private route, complete tax exemption after one year, would fall away. The GmbH would then stand roughly level at 25.62 percent on the minimum multiplier and worse at higher multipliers, so long as profits are distributed; with the staged corporation tax plan from 2028 it would be cheaper at the first level.

All that is firm about this so far is the status of the draft. A draft bill is not a statute, and expert views diverge: there are accounts according to which the 2026 Annual Tax Act contains no amendment to section 23 of the Income Tax Act at all. Founding a company on the strength of a draft would be a bet on a legislative procedure.

For whom a GmbH for crypto pays off and for whom it does not

A pattern can be read from the figures. It speaks for the company if you trade so frequently that the one-year period would never apply privately anyway, if the gains are reinvested inside the company over many years and no withdrawal is planned, if realised losses can run against other business income, or if the assets are to be bundled for an orderly succession.

It speaks against the company if you buy and hold for longer than a year, if you will foreseeably need the money privately, or if the holding is so small that the annual fixed costs eat up the tax effect. On balance, the GmbH is a tool for active investors who retain earnings over the long run, and not a tax-saving model for the buy-and-hold case.

This assessment is no substitute for a calculation. Which route is cheaper at your trading volume, your personal tax rate and your municipality's multiplier is something a tax adviser works through on your figures. The provisions and rates named here set the frame within which that calculation takes place.

Crypto GmbH: only permanent reinvestment beats the holding period

1. Count a full year of trading behaviour. Note how many of your sales took place within twelve months of the purchase. If the share is low, the private route stays ahead. If the company needs a trading venue with a corporate account, our overview of regulated crypto exchanges helps.
2. Set the withdrawal against the alternative. Put the total burden of 45.24 to 48.33 percent on distribution next to the zero percent after one year in private assets. If it is about a securities account rather than coins of your own, compare the terms in the crypto broker comparison.
3. Sort custody and records before forming the company. Separate company and private holdings from the outset and keep access traceable. Suitable devices for that are in the hardware wallet comparison.

(As of October 19, 2026. This article is not investment advice. Prices and fee structures change; check the terms with the provider before you buy.)