Carve-out: Cleanly Separating and Selling Parts of a Company

A carve-out is the separation of a defined part of a company for sale. What is sold is not the whole entity but a division, a business unit, a product line or a subsidiary. The seller continues to exist and runs the remaining parts.

For the sale of an Austrian limited company, our approach to selling a GmbH covers the process from valuation to the notarial deed.

The heart of the task is separation. The part being sold is usually closely interwoven with the rest. Untangling that interdependence is the real work of a carve-out.

Definition and typical occasions

In a carve-out, part of an integrated company is sold and detached from the group. The defining feature is the mutual dependence between the part sold and the remaining business — especially with central functions such as IT, HR, accounting and purchasing.

Typical occasions:

• Focusing on the core business, shedding peripheral activities
• Selling a division that no longer fits the strategy
• Unwinding a holding as part of a succession
• Regulatory requirements or a need for capital

The central challenge: disentanglement and stand-alone capability

A carved-out unit must be viable on its own. This is called stand-alone capability. As long as the unit uses services of the parent, it is not fully independent.

Disentanglement affects several layers:

• IT systems: shared ERP, accounting and communication systems must be separated or rebuilt.
• Contracts: customer, supplier and lease contracts must be allocated and partly renegotiated.
• Personnel: employees must be clearly assigned. Shared functions are delicate.
• Licences and brands: rights to software, patents and trademarks must be cleanly divided.

This interweaving creates cost and complexity. If it is not managed carefully, it noticeably reduces the value of the transaction.

Transitional Service Agreements (TSA)

Rarely is the sold unit fully independent on day one. The parties therefore often conclude a Transitional Service Agreement, or TSA. In it the seller undertakes to continue providing certain services to the buyer for a limited time.

Typical areas of a TSA are IT operations, accounting, payroll, purchasing and customer service. In practice the term often runs from several months to around a year.

A poorly drafted TSA creates a dependence that extends well beyond the agreed period. It then causes cost and conflict long after the purchase price has been paid. Scope, price and exit rules therefore belong precisely regulated.

Share carve-out vs. asset carve-out

The structure determines the effort and risk of the transfer.

Feature	Share carve-out	Asset carve-out
Object transferred	shares of an existing subsidiary	individual assets and contracts
Preparation	unit must first be moved into its own entity	each asset and contract must be assigned
Transfer of contracts	contracts stay with the entity	contracts often transferable only with consent
Complexity of separation	usually lower	usually higher
Tax classification	to be assessed separately	to be assessed separately

For the concrete tax and legal structure, an assessment by a tax adviser and lawyer is required. How the share structure shapes the process is also shown in the process of selling a GmbH.

Time and complexity

A carve-out takes longer than the sale of a stand-alone entity. The preparation — disentanglement, building the stand-alone structure and negotiating the TSA — often takes more time than the sale process itself. The buyer examines separability intensively in due diligence. The clearer the structure, the fewer discounts loom.

Frequently asked questions

What distinguishes a carve-out from a normal company sale?

In a normal sale the entire entity changes owner. In a carve-out only a part is separated, while the seller keeps the rest. Separating that part from the remaining business is the actual additional task.

What is a TSA for?

A Transitional Service Agreement bridges the time in which the sold unit is not yet fully independent. The seller continues to deliver defined services — such as IT or accounting — until the buyer has built its own structures.

Is a share or an asset carve-out better?

There is no blanket answer. A share carve-out is often simpler to transfer but requires a separate entity. An asset carve-out is more flexible but more laborious. The decision requires tax and legal advice.

How long does a carve-out take?

Longer than a standard sale. A substantial part of the time goes into preparation: disentanglement, building stand-alone capability and negotiating the TSA. There is no reliable blanket duration; it depends on the degree of interweaving.

Why can a carve-out reduce the purchase price?

Because buyers price in the risks of incomplete separation. Unclear contract transfers, shared IT or a shaky TSA create discounts. A clean, documented disentanglement reduces this uncertainty.