The changes to real estate transfer tax (GrESt), which were adopted with the Budget Accompanying Act 2025 (BBG 2025), came into force on 1 July 2025. The points relating to share deals, reorganisations and the reclassification of properties are particularly important for the industry and stakeholders.
Background and aim of the reform
With the reform, the legislator wants to restrict the scope for structuring indirect property transfers („share deals“) and achieve a high degree of equality between share acquisitions and direct property purchases. The main changes are as follows:
- Threshold for taxable share transfers is reduced from 95 % to 75 %.
- Observation period for share shifts is extended from 5 to 7 years.
- Indirect holdings (via holding structures) are now explicitly taken into account.
- For property companies, the fair market value will be the basis of assessment in future, instead of the property value as previously.
- The tax rate on transfers of shares in such companies increases from 0.5 % to 3.5 %.
- A new „stock exchange clause“ provides for exemptions for listed companies.
Share transfers and reorganisations - the key changes
- Extension to all company forms: In future, corporations and partnerships will be equally covered by the share pooling offence. The decisive factor is whether a person or group holds or acquires at least 75 % of the shares.
- Indirect investments: Indirect acquisitions of shares also trigger GrESt if an aggregation of 75 % is achieved across several levels of participation. The participation rate is calculated by multiplying the penetration at each level.
- Seven-year observation period: Transfers of shares within seven years are added together. This means that even extended transactions (e.g. gradual increases in shareholdings) can trigger RETT.
- New assessment basis and tax rate: For so-called property companies - i.e. companies whose assets consist primarily of land - the fair market value of the land will be used in future. The tax rate increases to 3.5 %, which means that the tax burden corresponds to that of a direct property purchase.
- Effects on reorganisations: In future, mergers, demergers and contributions may also be subject to real estate transfer tax if they lead to the consolidation of at least 75 % of the shares. The previous preferential treatment under the Reorganisation Tax Act will only apply to a limited extent, particularly in the case of real estate companies.
Reclassification of properties: ImmoESt
In addition to the transfer of shares, there are also tax consequences for changes to the designation of land. The rezoning surcharge is an additional tax that is payable on the rezoning of grassland to building land if the property is sold from 1 July 2025 and the rezoning takes place after 31 December 2024. It increases the taxable profit from the sale of the land by 30 %, which is then subject to real estate income tax (ImmoESt).
This surcharge only applies to land, not to buildings, and is applied to the profit, not to the sale price itself. The situation applies to both private and business property sales.
Recommendations for action for companies and investors
We have compiled an overview of recommendations to help you follow the best possible procedure in this new situation:
- Check transactions: Check current or planned share transfers and reorganisations.
- Identify property companies: Analyse whether companies in your group will be considered real estate companies in the future.
- Calculate indirect investments: In nested group structures, the investment chain should be calculated in order to avoid unwanted tax obligations.
- Customise documentation: Keep records of share transfers and periods in order to fulfil obligations to provide evidence.
- Early counselling: For planned transactions, we recommend coordinating tax structures at an early stage in order to maximise the scope for structuring.
Status: 01.10.2025
Source: BMF
Picture: Engin Akyurt
