New Rules for Share Deals from July 1, 2025
With the 2025 Budget Accompanying Act, the Austrian legislature is taking aim at longstanding loopholes in real estate transfer taxation. The reform introduces significant changes for property transactions carried out through corporate share deals.
Lower Threshold and Longer Monitoring Period
The threshold for triggering real estate transfer tax will be reduced from 95% to 75% ownership. In addition, the observation period will be extended from 5 to 7 years. These changes will apply to both partnerships and corporations.
Indirect Share Transfers Now Included
Tax liability will no longer be limited to direct share acquisitions. Indirect transfers will also count—calculated by multiplying ownership percentages across multiple corporate levels.
New Attribution Rules for Share Consolidations
Instead of focusing solely on corporate groups, the rules will now apply to any group of persons under common management or control.
3.5% Tax Rate for Real Estate Companies
In cases of share consolidation, changes in ownership, or corporate reorganizations involving a newly defined “real estate company,” the fair market value of the property—not the land value—will serve as the basis for taxation. The tax rate will increase to 3.5%, unless all involved shareholders belong to the same family group.
Exemption for Publicly Listed Companies
Transfers of shares in corporations listed on a regulated market will remain exempt from these rules, according to the “stock exchange clause.”
For rezoned properties after December 31, 2024, a rezoning surcharge of 30% of the gain (capped at the sales price) will apply upon sale.
These changes will apply to all acquisition transactions with tax liability occurring on or after July 1, 2025.
Now is the time to critically assess and, if necessary, restructure corporate holdings and participation models to ensure compliance and efficiency under the new legal framework.
