A limited-partnership interest with a negative capital account keeps its negative value for gift-tax valuation even where the limited partner has fully paid in his contribution and owes no additional contributions.
Bundesfinanzhof In its judgment of 29 July 2026 (II R 15/23), the II. Senat of the Bundesfinanzhof holdsBundesfinanzhof that the wording of section 97(1a) no. 1 of the Valuation Act (Bewertungsgesetz) must be applied as written: a negative pro-rata share in the partnership's collective assets reduces the value of the partnership interest, with no teleological reduction for fully paid-up, non-assessable limited partnersBundesfinanzhof.
The case concerned a 90 percent limited-partnership interest in a GmbH & Co. KG transferred by anticipated succession on 13 January 2016, together with part of a loan receivable the transferor held against the partnership as special business assets (Sonderbetriebsvermögen), in the amount of 1,500,000 eurosBundesfinanzhof. The undisputed aggregate value of the partnership's collective assets was negative 629,929 euros, so the transferred 90 percent share stood at negative 566,937 eurosBundesfinanzhof. The tax office set that share to zero, arguing the acquirer could not be allocated a negative value without a contribution obligation and with the contribution fully paid, and the Finanzgericht München upheld that approach by reference to the inheritance-tax guidelines (R B 97.3 ErbStR 2011, now R B 97.5 ErbStR 2019), reasoning that the acquirer's lack of liability risk under section 171(1) of the Commercial Code, the enrichment principle of section 10(1) of the Inheritance and Gift Tax Act, and the prevention of abusive planning required a restrictive reading.
The Bundesfinanzhof reversesBundesfinanzhof and fixes the value at 933,063 eurosBundesfinanzhof — the 1.5 million euros of special business assets minus the negative 566,937 euro shareBundesfinanzhof. Section 97(1a) is an unambiguous, typifying computation rule whose simplification purpose forbids a case-by-case correction: ignoring the negative component would make the sum of the interests worth more than the partnership itself, which is incoherent. The enrichment principle does not help the tax office either: at the valuation date it is already certain that the acquirer must leave future profit shares standing until the negative capital account is balanced, an economic burden a hypothetical acquirer under section 9(2) BewG would price in. Whether anyone would actually pay a negative purchase price is irrelevant, because the provision targets an approximation of fair market value, not the concrete price of the individual case. The older case law on allocating uniform values, the limited partner's personal liability position, the legislative history — which treats general and limited partners alike — and the loss-limitation logic of section 15a EStG, which concerns periodic income measurement rather than point-in-time valuation, all fail to justify a reduction, as does abuse prevention where no abuse is evident.
For succession practice, the consequence is direct: a GmbH & Co. KG interest encumbered by loss carryforwards in the capital account transfers at its net figure, and financing receivables passed alongside it do not escape the offset.
Legal basis: § 97 Abs. 1a BewG; § 151 Abs. 1 Satz 1 Nr. 2 BewG; § 10 Abs. 1 ErbStG; BFH judgment II R 15/23 of 29 July 2026.
For gift-tax valuation, assess a limited-partnership interest with a negative capital account at its negative pro-rata collective-asset value instead of zero, and add any special business assets transferred alongside.
