New partners in the case of an indirect change in the shareholder structure of a land-owning partnership

February 27, 2025

If a partnership with an indirect interest in the real estate holding partnership is added to the shareholder structure (extension of the shareholding chain) without the shareholders having changed, no new shareholder of the real estate holding partnership has been added within the meaning of § 1 (2a) sentence 1 of the Real Estate Transfer Tax Act.

In the opinion of the Federal Court of Finance, the predominance of economic aspects precludes the restriction of the assessment to certain participation levels of the partnership in the case of multi-level participation structures and the disregard of the participation relationships at higher participation levels. This ruling represents a significant relief for taxpayers.