GermanyAntitrust/Competition Law
KPMG Germany Webpage
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1. General
In general, a change in the shareholders of a German corporation (hereinafter referred to as a GmbH) affects neither the legal identity nor the tax status of the company. The purchase price is attributable fully to the shares acquired, which are not subject to scheduled depreciation. However, they may be written down to their fair market value. Unlike the goodwill element in a payment in an asset deal (including acquisition of a partnership interest), which can be depreciated for tax purposes over a period of 15 years, the goodwill element in a payment for shares may not be depreciated. However, the purchaser of a corporation usually wishes to subject the part of the purchase price allocable to the goodwill and perhaps other intangible assets to scheduled depreciation in order to generate higher tax deductible
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