Or don’t move out because you operate a business out of Germany and none of this is relevant. How many businesses do you think ever reach a phase where this is a problem, let alone actually reach it *and* want to move elsewhere.
I've just described a very simple case, it could be much more nuanced and just as problematic.
Let's say you were one of the founding members of a startup in your 20s, you join and get 20%. After 3 years of not seeing much success you leave, hungry for cash in your pocket. The remaining two founders continue and grow the business substantially over the subsequent 5 years. Your 20% stake never meant much because the company didn't look into VC and was just bootstrapped. Now the company is making 5M ARR with an average of 500k profit over the last three years. Great Success but not unusual or enormous, but totally unrelated to you, you aren't even aware of these numbers.
Now you decide to move to the US, or even another State in Europe, for the love of your life. Suddenly your holdings get evaluated, the 500k profit now get multiplied by 13,75 (Ertragswertverfahren) for a company evaluation at 6.875M€, putting your holdings at 1.375M, leading you to owe 412.500€ to the Tax Authority.
Now you could try to sell your shares to the other two founders before trying to move, which doesn't exactly simplify your life at this point. The founders most likely will not have the cash on hand, and might even not be interested since they do not plan on either raising VC, selling the company in it's entirety or IPO.
The only entity interested in your shares is the german tax authority.
IANAL nor am I a Tax Advisor, but from my understanding transferring the shares for a value for obviously less than the fair market value would come under scrutiny because the tax authority could interpret this as a way of evading income taxes for the founders.
We've had a similar situation happening and it took quite some legal fees to ensure we had all answers ready and in writing before the tax authority would start to ask their questions. It's a complex situation.
Another sad thing is, you can easily get buried in the costs of Legal/Tax advisor costs even for some simple stuff.
That is why sometimes its better not to 'entreprendre' anything while living in Germany. The system is setup in a way to make you work full-time for corps.
