24.06.2026Upper house approves law addressing double RETT on share deal transactions
Final bill also includes increase of minimum trade tax rate and prohibition of non-professional ownership in tax advisory firms
Germany’s upper house of parliament on 12 June 2026 approved the “Ninth bill amending the tax consultancy law and other tax provisions,” which was previously approved by the lower house of parliament on 11 June 2026 and will enter into force the day after publication in the federal gazette. The final bill includes amendments to the real estate transfer tax (RETT) rules, an increase in the minimum trade tax rate, and other tax measures. Also, the final bill no longer includes the controversial tax relief measures for individuals that were deemed to provide relief from high energy prices, which the upper house of parliament rejected in May of 2026.
Amendments to RETT rules
The final bill includes amendments to the RETT rules relating to share deal transactions involving a German real estate-owning entity where the signing of a share purchase agreement (SPA) and the closing of the transaction qualify as two different RETT triggering events. Under the prior RETT rules and their interpretation by the tax authorities, a double assessment of RETT might occur if the signing and closing events on the same transaction are both considered RETT triggering events. The updated rules now generally result in a share deal transaction triggering RETT only once as a result of the signing event, with the following closing event no longer qualifying as a RETT triggering event.
In addition, the updated rules include a German real estate-owning entity itself as a party subject to the RETT notification requirement and as an additional RETT debtor (in addition to the buyer and seller) as of the signing event in situations where 90% or more of the shares in the German real estate-owning entity are directly or indirectly transferred. Under the prior rules, the signing of an SPA (where there is a direct or an indirect transfer of 90% or more of the shares in a German real estate-owning entity) results in a RETT notification requirement and RETT liability only for the seller and/or the buyer, with the German real estate-owning entity only subject to such requirement and liability upon the closing event.
The final bill also extends the current notification period for a RETT notification for German resident taxpayers from two weeks to one month, which aligns with the already existing one-month notification period for nonresident taxpayers.
The amended RETT rules enter into force on the day after the publication of the final law in the federal gazette. In situations where the signing event of an SPA took place before the law enters into force and the closing event takes place after the law enters into force, a transition rule provides that only the signing event qualifies as a RETT triggering event. The law might, therefore, affect transactions that were signed long before the final law enters into force.
Increase in minimum trade tax rate
The final bill also includes an increase of the minimum trade tax rate that applies at a municipal level on the profits of business activities. The minimum trade tax rate is increased from the current 7% to 9.8%. This measure implements one of the action points of the current government coalition as included in their coalition agreement that was put in place in May of 2025. The increase of the minimum trade tax rate is aimed at “trade tax havens” that apply a low trade tax rate to attract businesses. The average trade tax rate in Germany is approximately 14% and can be up to 17% in larger municipalities. The increase of the minimum trade tax rate applies as from 2027.
Other tax measures
Additional tax measures that are included in the final bill are an update of the professional rules governing certified tax advisors. This includes the permissibility of "tax law clinics" at or affiliated with universities or other higher education institutions, offering free tax advice under the guidance of qualified individuals. This update aims to foster volunteer engagement and the recruitment of new talent.
In addition, a controversial prohibition of non-professional ownership in tax advisory firms is introduced, which is primarily aimed at prohibiting private equity firms from investing in tax advisory firms.
Deloitte Germany comments
The amendments to the RETT rules regarding the signing and closing events in share deal transactions are highly welcome and reduce the complexity and uncertainty around share deal transactions that directly or indirectly involve a German real estate-owning entity. The updated rules significantly reduce the compliance burden for these transactions and eliminate the double RETT risk resulting from notifications that are not filed on time or are incomplete.
The designation of the German real estate-owning entity as an additional RETT debtor and as a party required to file the RETT notification reflects the situation under the prior rules where, as a result of a closing event in a share deal transaction, the German real estate-owning entity has the same obligations. The designation of the German real estate owning-entity as an additional party owing the RETT and facing RETT notification obligations would need to be properly reflected in the respective SPA.
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