Selling a GbR Partnership Share: Consent, Process and Tax

A share in a German civil-law partnership (GbR) can be sold — but only with the consent of the other partners. Since the 2024 MoPeG reform, this is explicitly codified in Section 711 of the German Civil Code (BGB). The transfer itself is form-free; a notary is only required where, for instance, real estate is involved.

The legal position is clearer than before, when transferability depended entirely on the partnership agreement. The core has remained: nothing works without the co-partners. A GbR is a partnership — the person of the partner is part of the deal.

This article covers the sale of an individual GbR share. For selling the entire business, see Selling your company yourself; for other forms of participation, see Selling company shares.

Are you allowed to sell your GbR share at all?

Only with the consent of all other partners — unless the partnership agreement provides otherwise. Section 711 (1) BGB makes consent the statutory default; the agreement can ease it, tie it to majorities or exempt certain acquirers (such as family members).

The first step is therefore always the same: read the partnership agreement. In practice it often contains pre-emption rights for co-partners, consent requirements and valuation rules. If no written agreement exists — not unusual for older GbRs — the statutory consent requirement applies without exception.

How does the sale proceed?

Four steps that can be completed within weeks once consent is secured.

First: establish the value of the share. The basis is the value of the whole business, broken down pro rata and adjusted for contractual compensation clauses. For orientation, see What is my company worth?

Second: obtain the co-partners' consent — in writing, before time flows into negotiations. If pre-emption rights exist, they must be served now.

Third: conclude the sale and transfer agreement. Form-free, but always in writing for evidence. If the GbR holds real estate, the route runs through the partnership register (eGbR) and the notary.

Fourth: if the GbR is registered, the change of partner is filed with the register.

Important for the seller: a departing partner generally remains liable for the partnership's existing obligations for five years — this belongs in the price negotiation and in indemnity clauses.

What are the alternatives to selling the share?

Two routes lead to a similar outcome. Withdrawal against compensation: the share accrues to the remaining partners and the partnership pays a settlement — the standard route when no external buyer is wanted. Or the joint sale of the business as an asset deal: the GbR sells its assets and the proceeds are distributed by participation quota.

How is the sale taxed?

In Germany, a GbR share is treated for tax purposes as a co-entrepreneur's interest. The capital gain — sale price minus capital account and selling costs — is subject to income tax under Section 16 of the German Income Tax Act (EStG).

Two reliefs may apply. Sellers who have reached 55 or are permanently unable to work receive a one-time allowance of EUR 45,000, phasing out above EUR 136,000 of gain (Sec. 16 (4) EStG). In addition, instead of the one-fifth rule, a reduced rate of 56 % of the average tax rate is available once (Sec. 34 (3) EStG, up to EUR 5 million of gain).

In Austria, the GesbR is the equivalent of the GbR; there too, transfers require consent and the gain is taxed as a business disposal.

This article provides orientation and is no substitute for tax or legal advice — the actual burden depends on capital accounts, special business assets and personal circumstances. Involve a tax advisor before signing.

Do I need a notary to sell a GbR share?

In principle no — the transfer is form-free. A notary becomes necessary where real estate is involved or registered-partnership filings require it. Written form is always advisable regardless.

What if the co-partners refuse consent?

Then the transfer is ineffective. The remaining options are withdrawal against compensation under the partnership agreement — or negotiation: co-partners often have their own interest in the share if the price is right.

How is a GbR share valued?

The starting point is the value of the whole business, usually by capitalised earnings or multiples, applied pro rata to the participation quota. Partnership agreements often contain their own settlement formulas — these can sit well below market value and must be reviewed first.

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