RETT and M&A in Germany 2026: Tax Implications for Businesses

At the beginning of 2026, Germany continues to refine and clarify the rules affecting real estate transactions and M&A deals involving property. At the centre of these developments is Real Estate Transfer Tax (RETT), a tax that has become increasingly relevant for companies, investors and real estate-driven corporate structures.

For businesses, these changes are not merely technical adjustments. They have a direct impact on transaction structuring, cost planning and legal risk management in both domestic and cross-border deals.

Why RETT Is Once Again in Focus

RETT has long been one of the most sensitive taxes in German real estate transactions. Over recent years, the legislator has repeatedly tightened the rules in order to limit so-called share deals and prevent tax avoidance through complex participation structures.

In January 2026, the German federal government approved a further draft amendment aimed at clarifying the application of RETT in connection with M&A transactions and intra-group restructurings. These initiatives respond to practical uncertainties and disputes in which companies faced the risk of double taxation or unclear tax exposure.

Impact on M&A Transactions and Corporate Structures

For businesses involved in transactions with a real estate component, the key question is increasingly whether and when changes in shareholding structures trigger RETT. Recent developments strengthen the link between corporate law transactions and tax consequences.

Established M&A mechanisms — such as staggered share acquisitions, holding structures or group reorganisations — now require closer scrutiny. Even minor structuring errors may result in significant additional tax assessments, penalties or prolonged disputes with tax authorities.

Why Legal and Tax Support Is Essential

Given that some of the rules are still in the legislative process and administrative practice is continuing to evolve in 2026, early legal and tax advice has become essential. Standard solutions are no longer sufficient.

Professional legal support typically includes:

• early identification and assessment of RETT risks;
• legally secure structuring of M&A transactions;
• coordination between tax and corporate law considerations;
• comprehensive documentation to protect the company’s position in audits or tax reviews.

For businesses, this approach is not only about compliance but also about maintaining predictability and economic efficiency in strategic investment decisions.

Conclusion

The ongoing development of RETT rules in Germany in 2026 represents a key issue for companies involved in real estate and M&A transactions. Even where changes originate from earlier legislative initiatives, they are now producing tangible effects in practice.

Timely legal and tax support is therefore crucial to ensure that transactions remain both economically viable and legally robust.