Selling a GmbH: Notarial Deed, Companies Register and Tax in Austria

You sell a GmbH (an Austrian private limited company) in four phases: preparation and valuation, discreet approaches to buyers, due diligence and negotiation, then signing and closing. What is sold are the shares — and with them the contracts, employees, liabilities and customer relationships. How much you keep after tax is decided by two early choices: share deal or asset deal, and the way the legal form is taxed in Austria or Germany.

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

What this guide covers

This guide runs through the whole sale of a GmbH — from the question of what the business is worth, through the right structure for tax purposes, to a buyer search that does not make the sale public prematurely. It is written from the perspective from which a sale actually succeeds: that of the independent M&A adviser, not that of a law firm or an online marketplace. How the sale runs phase by phase is set out in selling a GmbH: the process step by step.

IGCP Capital Partners has been advising owners on the sale of their businesses for more than 20 years — over 100 transactions, independent and discreet, across the DACH region and cross-border (most recently net-haus GmbH to SINGU, Poland, 2025). What follows is orientation; the binding tax and legal assessment always belongs to the individual case.

The routes to selling a GmbH

Before the first conversation with a buyer comes the question of who to sell to at all — because the type of buyer determines the price, the process and the future of the business. Four routes are common, and they are not mutually exclusive.

A sale to a strategic buyer — a company from your own or an adjacent sector — often produces the highest price, because the buyer realises synergies. A financial investor (private equity) buys earnings power and backs growth; it will frequently keep the owner invested. In a management buy-out the existing leadership team takes over; in a management buy-in an external manager does. And a handover within the family is strictly speaking not a sale but a form of succession.

Which buyer fits your objectives is the first strategic decision — the comparison is set out in strategic buyer or financial investor, the financing of a team buy-out in financing a management buy-out, and the overview of all the options in succession solutions.

What is my GmbH worth?

In practice the value of a GmbH is usually derived from a multiple applied to sustainable operating profit (EBIT or EBITDA) — adjusted for one-off effects and for the influence of the owner. The final price, however, is not produced by the formula but in the negotiation.

The multiples approach is the market standard: an adjusted EBITDA is multiplied by a factor customary in the sector. The ranges for these factors differ considerably by sector, size and growth — a software business is valued differently from a workshop. The current ranges are set out in EBITDA multiples by sector, the method itself in the multiples method.

Three levers determine where within the range your company lands: independence from the owner, the quality of earnings (recurring rather than project-dependent) and clean figures. For a first orientation see what is my company worth; the detailed valuation is the job of a structured report. Where a figure has to hold up in front of a buyer, a bank or a court, our approach to company valuation explains how we arrive at it.

Share deal or asset deal — the choice with the largest tax consequences

In a share deal the buyer acquires the shares and takes on the GmbH as a whole; in an asset deal it buys only individual assets. The choice determines liability, effort and — above all — tax, and sellers and buyers pull in opposite directions.

Feature	Share deal	Asset deal
Object of purchase	shares in the GmbH	individual assets, contracts
Transfer	the whole business including legacy exposure	selected assets only
Effort	low (a single share purchase agreement)	high (each contract individually)
Buyer liability	takes on existing risks	largely excludes legacy exposure
Seller tax position	usually more favourable	usually less favourable (two levels)
Preferred by	seller	buyer

The seller prefers the share deal, because the capital gain is taxed directly and at a preferential rate. The buyer often prefers the asset deal, because it keeps legacy exposure out and allows the acquired assets to be depreciated. This clash of interests is one of the central negotiating points — the full comparison is set out in asset deal or share deal.

Tax on the sale of a GmbH: Austria and Germany

Where an individual sells GmbH shares, Austria applies a special tax rate of 27.5 per cent to the gain; in Germany the Teileinkünfteverfahren (partial income procedure) taxes 60 per cent of the gain at the personal rate. A holding structure reduces the burden considerably in both countries.

The tax logic differs clearly between the two countries. An overview:

	Austria	Germany
Sale by an individual	27.5 % special tax rate on the capital gain	Teileinkünfteverfahren: 60 % of the gain at the personal rate (from a 1 % shareholding)
Sale via a holding company	23 % corporate income tax; international participation exemption tax-free	§ 8b KStG (German Corporation Tax Act): 95 % tax-exempt, effectively around 1.5 %
Asset deal (at GmbH level)	23 % corporate income tax, then 27.5 % on distribution	corporate income tax and trade tax, then tax on distribution

In Austria the special rate of 27.5 per cent gives sellers planning certainty — around three quarters of the gain remains. A fully worked example is set out in selling a GmbH: a tax calculation, and the underlying system in selling a GmbH: tax. The comparison across all legal forms is in tax on a business sale.

The holding structure is the strongest tax lever in both countries — but it only works if it has been in place for years before the sale. An owner who contributes the GmbH shares to a holding company shortly before the sale runs into blocking periods. Tax optimisation belongs at the start of the preparation, not in the final week of negotiations.

The sale process: phases and realistic timescales

A professionally run GmbH sale usually takes six to twelve months in the market; with a structured process and prepared documents, three to six months is achievable. The preparation itself should ideally begin one to two years earlier.

Phase	Content	Typical duration
Preparation	valuation, documents, vendor due diligence, sale readiness	runs ahead, often months
Marketing	anonymous teaser, information memorandum, buyer approaches	4-8 weeks
First meetings and LOI	sounding out, indicative offers, letter of intent	3-6 weeks
Due diligence	buyer review in the data room	4-8 weeks
Negotiation and SPA	purchase agreement, warranties, purchase price mechanics	3-6 weeks
Signing and closing	notary, completion, payment of the purchase price	days to weeks

The phases in detail — and what runs differently for a GmbH compared with other legal forms — are set out in selling a GmbH: the process. The individual building blocks are explained in letter of intent, what is due diligence and the company purchase agreement (SPA). Why a guided process is shorter than going it alone is shown in how long a company sale takes.

Finding buyers — without making the sale public

The best buyer is not found through a public listing but approached deliberately and in confidence. If a sale becomes known too early, it unsettles employees, customers and suppliers — and weakens your negotiating position.

The route begins with a longlist of possible buyers — strategics, investors, neighbours in the sector — which is qualified down to a shortlist. The initial approach is anonymous, via a teaser that does not name the company. Only after a confidentiality agreement has been signed do serious parties receive the information memorandum, and only in the data room do they see the sensitive detail — in stages, never all at once.

That is the difference between a marketplace and a guided process: not many contacts, but the right conversations. How a structured buyer search works is set out in how do I find the right buyer.

Purchase price, earn-out and protection

The headline purchase price is rarely the amount that ends up being paid. Earn-outs, vendor loans, warranties and the treatment of net debt and working capital shift the outcome — upwards as well as downwards.

An earn-out makes part of the price dependent on future performance; it bridges differing price expectations but carries the potential for dispute. A vendor loan defers part of the purchase price and signals confidence in the business. Both need to be drafted properly — how they work and where the pitfalls lie is set out in what is an earn-out and vendor loans.

Anyone looking only at the headline number underestimates how strongly warranties and the purchase price mechanism shape the net outcome. The real value of an offer only becomes visible in the small print of the purchase agreement.

Liability after the sale

In a share deal the buyer takes on the GmbH together with its past — which is why it protects itself through warranties and indemnities in the purchase agreement, and why the seller remains liable for the qualities it has warranted. How far that liability extends is a matter for negotiation.

The usual instruments are warranty catalogues, indemnities for known risks, liability caps and limitation periods. Increasingly, warranty and indemnity insurance takes on part of that risk. What is governed by the purchase agreement is set out in the company purchase agreement (SPA).

Costs and the role of the adviser

The biggest costs in a GmbH sale are not the advisory fees but a purchase price that is too low, a structure that is inefficient for tax, or a deal that collapses. An experienced adviser generally pays for himself through the value he secures in the process.

The customary arrangement is a small retainer combined with a success fee at closing. The details are set out in what does an M&A adviser cost. What matters is independence: an adviser with no product ties and no conflict of interest owes a duty to one side only — yours.

Selling a business is the most important transaction of an entrepreneur's life. Take independent and discreet advice — IGCP Capital Partners, igcp.at.

Where the company is over-indebted, separate rules apply: selling a GmbH with debts. On the special case of a dormant company, see selling a GmbH shell.

FAQ

How much is my GmbH worth?

In practice, usually a sector-standard multiple applied to adjusted EBITDA. The range depends on the sector, size, growth and independence from the owner. A reliable figure comes only from a structured valuation, not from an online rule of thumb.

How much tax is payable on the sale of a GmbH?

In Austria, 27.5 per cent on the capital gain where an individual sells. In Germany, the Teileinkünfteverfahren taxes 60 per cent of the gain at the personal rate. A holding company established in good time reduces the burden considerably in both countries.

What is the difference between a share deal and an asset deal?

In a share deal the shares are sold; in an asset deal, individual assets. The share deal is usually more favourable for the seller in tax terms, the asset deal for the buyer because of the exclusion of liability and the ability to depreciate.

How long does it take to sell a GmbH?

Six to twelve months is the market norm, and three to six months with a structured process. Preparation should begin one to two years earlier, so that you are not selling under time pressure.

How do I find a buyer for my GmbH?

Through a targeted, confidential approach to suitable strategics and investors — not through a public listing. The process runs anonymously via a teaser and a confidentiality agreement before any detail is disclosed.

Can I sell a one-person GmbH or a GmbH carrying debt?

Yes. A one-person GmbH is saleable if the business does not depend entirely on the owner — otherwise the value falls. A GmbH carrying debt or making losses can also be sold, usually to a strategic buyer and often at an adjusted price.

Who is liable after the GmbH has been sold?

In a share deal the buyer takes on the GmbH together with its liabilities; the seller remains liable for the warranties given in the purchase agreement, limited by caps and time limits. The precise scope is negotiated in the SPA.