In a world of mobility and migration, entrepreneurs often relocate to other countries, taking their businesses with them. When that happens, it is important to assess the tax impact of the move not only on the shareholder, but also on the company they own.
For German business owners relocating to Portugal, moving from Germany to Portugal tax issues may involve personal income tax, dividend and capital gains taxation, exit tax issues in Germany, and possible corporate tax consequences if the company’s place of effective management shifts to Portugal.
Moving From Germany to Portugal Tax: Why Business Owners Need to Plan Ahead
For business owners, moving from Germany to Portugal tax planning should cover both the shareholder’s personal tax position and the company’s possible exposure to tax in Portugal.
1. What happens to a shareholder’s tax position if he or she relocates from Germany to Portugal?
Dividends and capital gains on shareholdings
If a shareholder owning a German company relocates from Germany to Portugal, he or she will generally become a tax resident of Portugal for purposes of Portuguese personal income tax (IRS).
As a Portuguese tax resident, dividends received from German companies are typically taxed at a flat rate of 28%, unless aggregation applies. Capital gains on shares are also generally taxed at 28%, subject to applicable exemptions, reliefs or treaty provisions.
No automatic step-up for capital gains
Upon relocation to Portugal, there is generally no automatic step-up in the tax basis of shares to fair market value.
This means that capital gains realised after becoming a Portuguese tax resident may include gains accrued prior to immigration. For that reason, pre-relocation planning is particularly important.
No step-up for dividends
Dividends distributed by German companies to a Portuguese resident shareholder are fully taxable in Portugal.
Germany generally levies withholding tax on dividends, typically at 25%, plus solidarity surcharge, often reduced to 15% under the Portugal–Germany tax treaty. This withholding tax may be creditable in Portugal, subject to limitations.
Controlled foreign company (CFC) rules
Portugal’s CFC rules may apply depending on the structure and effective taxation of the German company.
Although Germany is not a low-tax jurisdiction, certain holding or intermediate structures could still fall within the scope of CFC rules, potentially leading to attribution of undistributed profits to the Portuguese resident shareholder.
Anti-abuse provisions and shareholder transactions
Transactions between the shareholder and the German company, such as loans or other financial arrangements, must comply with arm’s length principles.
Portuguese tax authorities may recharacterise arrangements that are considered artificial or lacking economic substance.
Deemed employment or management income
If the shareholder performs management or executive functions from Portugal for the German company, remuneration may be taxable in Portugal as employment or self-employment income at progressive rates of up to 48%, plus applicable surcharges.
The Portugal–Germany tax treaty will be relevant in determining the allocation of taxing rights and relief from double taxation.
Non-Habitual Resident (NHR) regime / transitional regimes
Although the traditional NHR regime has been phased out for new applicants as of 2024, transitional or replacement regimes may still apply.
Historically, certain foreign-source income could benefit from favourable treatment, but current eligibility depends on specific transitional provisions.
German exit tax considerations
Germany applies an exit tax (Wegzugsbesteuerung) in certain cases where individuals holding significant shareholdings in corporations cease to be German tax resident.
This may result in a deemed disposal of shares at fair market value, triggering taxation on unrealised capital gains, with possible deferral mechanisms under EU rules.
2. What happens to a German company’s tax position if its shareholder relocates to Portugal?
Managing dual residence
A German company is generally tax resident in Germany if it is incorporated there or if its place of effective management is located there.
If the place of effective management shifts to Portugal, for example due to relocation of key decision-making, it may also be considered tax resident in Portugal. This may result in dual residence and potential double taxation on worldwide profits.
Single residence based on the Portugal–Germany tax treaty
The Portugal–Germany tax treaty provides tie-breaker rules to resolve dual residence situations, typically based on the place of effective management.
In practice, resolution may require coordination between the tax authorities of both countries.
Corporate exit tax in Germany
If a company ceases to be tax resident in Germany, it may be subject to exit taxation (Wegzugsbesteuerung at corporate level), involving deemed disposal of assets at market value and taxation of latent gains.
3. What would be the German company’s tax position once it has become a tax resident of Portugal?
Corporate Income Tax
Once the company is considered tax resident in Portugal, based on its place of effective management, it becomes subject to Portuguese corporate income tax (IRC) on its worldwide income.
The standard rate is 21%, potentially increased by municipal and state surcharges, leading to an effective rate of up to approximately 31.5%.
Step-up for assets and liabilities
Portugal may allow a step-up in the tax basis of assets and liabilities, including goodwill, upon migration, depending on how the relocation is structured.
This ensures that only gains accrued after becoming Portuguese tax resident are subject to taxation.
Depreciation and amortisation
Assets recognised at fair market value may be depreciated or amortised in accordance with Portuguese tax rules, generating deductible expenses over their useful life.
Dividend withholding tax
Dividends distributed by a Portuguese tax resident company are generally subject to a 25% withholding tax, which may be reduced under the Portugal–Germany tax treaty.
As in other cases, there is typically no step-up for retained earnings accumulated prior to migration.
4. What would be a German entity’s tax position if its residence is relocated to Portugal?
If a German entity transfers its place of effective management to Portugal, it may become tax resident there, potentially resulting in dual residence issues.
Within the EU, corporate mobility mechanisms such as cross-border mergers, conversions or reorganisations may facilitate restructuring. However, Portugal does not provide a simple direct re-domiciliation regime for German companies into a Portuguese entity, such as a Sociedade por Quotas (Lda).
Therefore, structuring options must be carefully assessed.
Migration may trigger tax consequences in Germany, including exit taxation and adjustments related to unrealised gains on assets and goodwill.
Final remarks
Relocation as an individual to another country has significant personal income tax consequences. However, if the individual is also a business owner, the business itself may effectively relocate as well, resulting in a higher level of tax complexity.
This additional corporate tax dimension requires thorough analysis of the impact of the owner’s relocation on the company’s legal and tax status. For that reason, moving from Germany to Portugal tax planning should be addressed well ahead of the relocation itself.
If you have any questions, please feel free to contact us. We would be more than happy to share our international expertise on the legal and tax matters related to the cross-border relocation of business owners and their businesses.