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Share Deal

In the context of real estate investments, a share deal is defined as transactions in which investors do not acquire the properties themselves, but shares in a property company that holds one or more real estate. The owner of the property remains the property company while the investor acquires only indirect ownership of the property through the share deal with its shareholder. Legal is the purchase of a company or an interest in a company, not a real estate purchase. The possible reasons to opt for a share deal instead of an asset deal are numerous. In particular, in the case of exposures abroad, real estate investors are faced with the problem that the direct acquisition of real estate by foreigners in some countries is subject to considerable restrictions or even completely impossible due to legal requirements. In these cases, share deals are often the only viable way to invest in the real estate markets of these countries. For example, the acquisition of participations in real estate companies has become increasingly important in the context of the increasing foreign investment in the open-ended real estate fund. Furthermore, the decision between the asset deal and the share deal is often subject to taxation. For example, there is no property purchase tax if the buyer acquires no more than 95 per cent of the shares in an object company and the seller retains more than five per cent of the company shares in the long term. The object companies whose shares are transferred by means of a share deal may be either persons or corporations. Individual companies are selected above all if a direct allocation of losses from the property company to their partners is desired. From a seller’s point of view, the sale of shares in a corporation can be of interest to the tax authorities because the profits from the sale are not taxed, provided that the shares are held and sold by a corporation. The due diligence of a share deal compared to the asset deal is much more complex and comprehensive, since it is not just restricted to the property, but must also involve the entire property company as a company. Even if the transaction costs directly triggered by the transaction (for example, property purchase tax, emergency expenses) are often lower in the case of a share deal than in an asset deal, this comparison alone is of little significance since the share deal is likely to result in higher costs for due diligence and consultancy .