Tax-neutral repayment of contributions despite contributions not recognized in the tax contribution account through a nominal capital increase with subsequent payout?

Tax-free repayment of “forgotten” deposits despite lack of determination? The BFH opens up new scope!

Corporations could be faced with the problem that shareholder contributions made in the past have not been recorded in the tax contribution account - with the result that their repayment is considered a taxable distribution. However, the current ruling by the BFH from 25.02.2025 (VIII R 41/23) provides clarity and new possibilities: A contribution does not have to be recorded in the contribution account in order to be excluded from the special disclosure pursuant to Section 28 KStG in the event of a nominal capital increase. The only decisive factor is that it is actually a contribution from the shareholders.

The ruling therefore offers practical structuring options for the tax-neutral repayment of historical equity - provided that the contribution can be proven beyond doubt. A milestone for corporations with “legacy assets” in their tax contribution account.