Selling a GmbH: Process, Particulars and Pitfalls

The sale of a GmbH runs in four phases: preparation and valuation, buyer search and approach, due diligence and negotiation, signing and closing. What is sold are the shares — and with them a web of contracts, employees, liability and relationships. That makes the process more structured than for a sole proprietorship, but also more predictable.

In Austria and Germany the process is essentially the same; the details differ in notarisation, tax and legal-form topics. The basic sale process applies to every legal form — we describe it in detail in „The Process of a Company Sale". This article focuses on what is different for a GmbH.

Share deal or asset deal — the first key decision

For a GmbH there are two fundamentally different routes: in a share deal the buyer acquires the shares and takes over the entire company; in an asset deal they buy individual assets. The choice has considerable tax consequences — for seller and buyer in different directions.

Feature	Share deal	Asset deal
Object of purchase	shares in the GmbH	individual assets
Transfer	entire company incl. legacy risks	only selected assets and contracts
Transfer effort	low	high, each contract individually
Preference tends to be	rather seller	rather buyer

For the seller the share deal is usually the simpler and often more tax-efficient route; the asset deal gives the buyer control over which risks they take on. This question belongs early on the table and in the hands of your tax adviser — it determines the net proceeds. The differences are deepened in „Asset Deal or Share Deal?"; the tax side in „Selling a GmbH: Tax".

The process in practice

Preparation and valuation. Before anyone is approached, the figures must be in order: adjusted annual accounts, plausible planning, a realistic value corridor. A first orientation is given in „What is my company worth?" — but the robust value arises in the negotiation, not in a formula.

Buyer approach. Not via a public marketplace but curated and confidential. If a sale becomes known too early, it unsettles employees, customers and suppliers.

Letter of Intent (LOI). A serious interested party submits a non-binding statement of intent — with a rough price and key data. Only afterwards do you open the books.

Due diligence. The buyer examines the company — finance, law, tax, contracts. What stands out here later lands in the purchase agreement or the price. How to prepare is shown in „What is a Due Diligence?".

Purchase agreement and notary appointment. Here the GmbH clearly differs: the transfer of GmbH shares must be notarised. The purchase agreement (SPA) is signed before a notary — this is not optional but legally required.

Closing. Payment of the purchase price, transfer, entry of the new list of shareholders. Only now is the sale completed.

Which pitfalls cost value specifically for GmbHs?

Three points regularly cost value with GmbHs: consent requirements in the articles of association, private entanglements and dependence on the managing shareholder. Ordering them before the buyer search protects price and timetable.

Many GmbH articles require the consent of the co-shareholders to a share transfer (restriction on transfer) — clarify this before you search for a buyer, not after. Privately granted loans, guarantees or property let to the shareholder must be cleanly untangled before the sale, otherwise due diligence stalls. And if the seller is at once the most important customer contact and sole decision-maker, the buyer acquires a risk — a second management level increases the value and needs lead time.

How do you approach it?

Clarify the structure early — share deal or asset deal — with your tax adviser, put the figures and articles of association in order before you go to market, and run the process confidentially. That way the sale does not disrupt ongoing operations.

Legal and tax structuring belong with a lawyer and tax adviser. The structuring of the process, the valuation and the buyer approach are handled by an independent M&A adviser — without conflict of interest, committed only to your side. On scale: for 2025 to 2034, according to BMWET and KMU Forschung Austria, some 52,500 Austrian businesses are due for handover — many of them corporations via a sale.

Selling a company is the most important transaction of an entrepreneurial life. Have it accompanied independently and discreetly — IGCP Capital Partners. → igcp.at

Frequently asked questions

How does the sale of a GmbH work?

In stages: preparation and valuation, confidential buyer approach, letter of intent (LOI), due diligence, purchase agreement and — mandatory for the GmbH — notarisation of the share transfer, and finally closing. Realistically this takes several months to over a year.

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

In a share deal the shares in the GmbH are sold and the buyer takes over the entire company. In an asset deal individual assets are sold. The choice has considerable tax consequences and belongs clarified with the tax adviser.

Does the sale of a GmbH have to go to a notary?

Yes. The transfer of GmbH shares is subject to a statutory notarisation requirement. The purchase agreement (SPA) is notarised — unlike the sale of a sole proprietorship.

What should I clarify before selling my GmbH?

Any consent requirements of the co-shareholders (restriction on transfer), private entanglements such as shareholder loans or guarantees, and how strongly the company depends on you personally. Ordering these points before the buyer search protects value and timetable.

What taxes arise on the sale of a GmbH?

That depends on structure and person and must be assessed in the individual case — this is not tax advice. An orientation is given in „Selling a GmbH: Tax".

How long does the sale of a GmbH take?

Usually six to twelve months, depending on preparation and buyer search; with an experienced adviser, shorter runs are possible.