Due Diligence 2027: The New Review Items Buyers Will Ask About

In 2027 buyers will review seven topics in due diligence that played no role until recently: e-invoicing, shorter retention periods, higher interest on back taxes, the shareholder current account in Austria, pay transparency, beneficial owners and cash. Anyone who clarifies them before the process shortens the review and takes away buyers' arguments for a price discount. Not all points are law yet; this article separates enacted, draft and open.

These items belong in the preparation of a sale: how to go about preparing your exit and establishing sale readiness is described on our service page. This article supplies the addition for 2027. As of 26.10.2026; an overview, not legal or tax advice.

Which review items are new in 2027?

Seven items matter for sellers in Germany and Austria. The table shows the status.

Review item	Country	Status	Key date
E-invoicing	DE	enacted	01.01.2027 (prior-year turnover above 800,000 euros), 01.01.2028 (all)
Retention of accounting records 8 instead of 10 years	DE	in force (4th BEG)	since 01.01.2025
Interest on back taxes 0.3 instead of 0.15 per cent per month	DE	government draft, first reading on 08.10.2026	01.01.2027 planned
Shareholder current account, deemed distribution	AT	enacted	financial years ending in 2027
Pay Transparency Directive	DE, AT	no law yet	directive: reports from 07.06.2027; Germany planned from June 2028
Beneficial owners (UBO)	EU	enacted (AMLR)	10.07.2027
Cash payment cap	EU	enacted (AMLR)	10.07.2027

Investment screening for buyers from third countries is a further item; it applies mainly to the buyer and has its own article.

E-invoicing: What do buyers check?

Whether the company can issue and receive invoices in a structured format. The legal basis is § 14 UStG with the transitional rule in § 27(38) UStG; the details are set by the BMF letters of 15.10.2024 and 15.10.2025 and a supplementary letter of 15.10.2026. Anyone with more than 800,000 euros of turnover in 2026 must issue e-invoices from 01.01.2027. Those below have until 31.12.2027. From 01.01.2028 the duty applies to everyone. Receiving e-invoices has in any case been mandatory for all domestic businesses since 01.01.2025.

Buyers ask: Which software produces the invoice? Is receipt regulated? Is there an archive that holds the data in machine-readable form? An open point is priced in as investment need. It is rarely expensive, but it costs negotiating room.

Retention and interest: Which tax risks become more expensive?

Two changes affect the tax history. The retention period for accounting records falls from ten to eight years under the Fourth Bureaucracy Relief Act, since 01.01.2025; commercial books and annual accounts stay at ten years. For sellers that is a relief; for buyers, however, the period in which records are still available if the tax office later audits is also shorter.

The second point is not yet law: the government draft of the Annual Tax Act 2026 (BT printed paper 21/8283, 30.09.2026) would double the interest under § 233a AO from 0.15 to 0.3 per cent per month, for interest periods from 01.01.2027. The Bundestag held the first reading on 08.10.2026; a hearing in the Finance Committee is scheduled for 02.11.2026. Buyers therefore price back-tax risks from open audit years higher. Tax clauses in the purchase agreement gain weight; price discounts are more readily quantified. How such clauses work is shown in the article on purchase price mechanics.

Shareholder current account in Austria: What applies?

Receivables of the GmbH from shareholders above 50,000 euros are deemed distributed for financial years ending in 2027 unless they are settled or converted into an arm's-length loan. The legal basis is § 8(2a) KStG. The 27.5 per cent capital gains tax arises without cash flowing. Buyers therefore demand a clean account balance before closing. Full details are in the article on shareholder current accounts from 2027.

Pay transparency: Who must report?

Directive (EU) 2023/970 provides for pay gap reports, but Germany and Austria have not yet implemented it. The implementation deadline expired on 07.06.2026. Under the directive, companies with 250 or more employees report annually from 07.06.2027, companies with 150 to 249 employees every three years from 07.06.2027, and those with 100 to 149 employees from 07.06.2031.

Neither country has a law yet. In Germany it is expected, according to the Federal Family Ministry, to enter into force in early 2027; reporting duties and the right to information are planned to apply for the first time in June 2028. In Austria a draft by the social affairs minister exists, which according to media reports of 15.09.2026 still lacks the consent of the coalition partners. Buyers already ask today: Is there a pay system? Are job descriptions documented? Are there signs of equal-pay claims? For smaller companies the employees' right to information is what matters, not the reporting duty.

Beneficial owners and cash

From 10.07.2027 the Anti-Money Laundering Regulation (EU) 2024/1624 applies, and with it harmonised rules on beneficial owners. According to a specialist source, a beneficial owner is anyone who holds 25 per cent or more of the shares (previously: more than 25 per cent); this rests on one source and is to be checked. We have no reliable information on reporting periods. Anyone who holds shares, including through trustees or a holding, should be able to document the chain to the natural person.

The same date applies to the cash cap of 10,000 euros. What it means for cash-heavy businesses is explained in the article cash payment cap from July 2027. Labour-intensive businesses should also clarify how the minimum wage affects pro forma earnings; calculation and checklist are in the article minimum wage of 14.60 euros.

How do sellers prepare?

In four steps, in this order.

First: inventory. One responsible person goes through the seven items and records the status with evidence.

Second: close gaps. Introduce e-invoicing, settle the current account, describe the pay system, document the chain of holdings.

Third: data room. For each item a short memo with status, measure and contact. What a data room should contain is shown in the article on vendor due diligence.

Fourth: anticipate questions. Whoever supplies the answers before the first question loses less time in the review. How buyers review is covered in the article What is due diligence.

Further changes for 2027 are summarised in the overview tax changes in 2027 for business sellers.

FAQ

Which review items are new in due diligence in 2027?

E-invoicing, retention periods, interest on back taxes, the shareholder current account in Austria, pay transparency, beneficial owners and the cash payment cap.

When does the e-invoicing duty apply?

For companies with more than 800,000 euros of prior-year turnover from 01.01.2027, for everyone else from 01.01.2028.

Is interest on back taxes rising?

The government draft of the Annual Tax Act 2026 provides for it: from 0.15 to 0.3 per cent per month. It is not enacted.

Does the Pay Transparency Directive already apply?

Not in Germany and Austria: the implementation deadline expired on 07.06.2026 and no law exists.

What changes for the shareholder current account?

For financial years ending in 2027, receivables above 50,000 euros against shareholders in Austria are deemed distributed unless they are settled or converted into an arm's-length loan.

Do I have to do all this before the sale?

Not everything, but what stays open becomes a negotiating point. For e-invoicing and the current account, clarifying before the process is usually cheapest.

Sources: § 14 and § 27(38) UStG; BMF letters of 15.10.2024, 15.10.2025 and 15.10.2026 on e-invoicing; Fourth Bureaucracy Relief Act; government draft Annual Tax Act 2026, BT printed paper 21/8283 of 30.09.2026; Directive (EU) 2023/970 (implementation status per Noerr of 03.06.2026, IHK Erfurt and Tiroler Tageszeitung of 15.09.2026); § 8(2a) KStG as amended by BGBl. I No. 62/2026; Regulation (EU) 2024/1624; RAW on beneficial owners. As of 26.10.2026. Overview, not legal or tax advice.

Selling a company is the most important transaction of an entrepreneur's life. Get independent and discreet support — IGCP Capital Partners. → igcp.at