Practical Guide to Selling a Company: The Ten Decisions Owners Make Themselves

In a company sale there are ten decisions that neither an adviser nor a buyer can take off your hands: from the question of whether and how you want to hand over to the role you still play after closing. This practical guide takes you through them in exactly this order, each briefly and with a pointer to the deep dive. It complements the articles on the course of a company sale, the checklist and the most common mistakes, but does not replace them. Legal and tax points are orientation, not legal or tax advice.

An overview of the approach of IGCP Capital Partners is given on the page Sell your company.

No.	Decision	Who helps	Deep dive
1	Route: sale, handover to family or employees, closure	You, tax adviser	Succession solutions
2	Goals and minimum conditions	You, tax adviser	Sale proceeds and retirement provision
3	Who accompanies you, what you do yourself	M&A adviser	Choosing an M&A adviser
4	When to start	You, M&A adviser	Preparing a company sale
5	Price expectation and floor	M&A adviser	What is my company worth?
6	Type of buyer	M&A adviser	Strategic buyer or financial investor?
7	Share deal or asset deal	Lawyer, tax adviser	Asset deal or share deal
8	Purchase price structure and protection	Lawyer, M&A adviser	Purchase price mechanics
9	Informing employees, customers, suppliers	You, lawyer	Transfer of undertaking and employees
10	Your role after closing	You, lawyer	The purchase price is not everything

1. Sell, hand over or close: Which route do you take?

First you decide whether a sale to an external buyer is the right route; alternatives are handover to family or employees and closure. A meta-analysis by IfM Bonn (Daten und Fakten No. 37, November 2025) shows where handovers typically lead: a good half within the family, about 17% to employees and 29% to external buyers. According to KfW Research (Fokus No. 526, 09.01.2026), around 545,000 SMEs plan a handover by the end of 2029, while one in four owners plans closure (about 114,000 per year).

Which routes exist and when each fits is explained in Succession solutions and Closure or sale?. An overview of routes and the legal framework is offered by Business succession Germany.

2. What goals and minimum conditions do you have?

Before the first conversation with a buyer, set down in writing what you want to achieve and what is not negotiable. This includes a minimum amount that supports your retirement provision, the continued employment of staff and the brand, a time frame and your own role after the sale. This list is your yardstick when offers arrive and price, structure and conditions shift against each other.

How sale proceeds relate to retirement provision is shown in Sale proceeds and retirement provision. What remains net, you clarify with your tax adviser; an orientation is offered by Company sale: taxes.

3. Who accompanies you, and what do you do yourself?

A company sale needs several roles: you take the decisions, an M&A adviser runs the process, tax adviser and lawyer secure the structure and the contract. Whether you set out alone or with advice is your decision. The tasks differ:

Role	Typical tasks
You as owner	Set goals and minimum conditions, management presentation and talks with buyers, decisions on offers, informing employees
M&A adviser	Valuation, sale documents, discreet approach to buyers, process management, negotiating the key terms
Tax adviser	Tax consequences and structure, prepared figures, tax clauses in the contract
Lawyer and notary	Purchase agreement, warranties, notarisation (mandatory for GmbH shares)

Allocation of tasks as orientation; in the individual case it depends on the scope and structure of the transaction.

What an independent adviser does is explained in Sell-side M&A; what to look for when choosing, in Choosing an M&A adviser; what one costs, in What does an M&A adviser cost?.

4. When do you start?

Start early enough for the preparation to be finished before buyers are approached; IHK advice shows that many owners begin late. In the DIHK Report Unternehmensnachfolge 2025 (survey 22.01.–28.02.2025), three quarters of advised owners turn to an external party only two years or less before the planned handover. In the assessment of IGCP, a targeted increase in value before the sale, such as less dependence on the owner, clean figures and ordered contracts, often needs 12 to 24 months of lead time (practical assessment, not a statistic, no guarantee).

Which work packages the preparation includes is described in Preparing a company sale; the duration of the transaction itself is covered in How long does a company sale take?.

5. What is a realistic price, and where is your floor?

Test your price expectation against the market before a buyer does: owners' asking prices and achieved purchase prices often diverge. According to the DIHK report, 36% of advised owners demand an inflated price. KfW Research puts the average asking price of owners willing to hand over at EUR 499,000 (median EUR 375,000); more than one in four owners names over EUR 1 m. These are wishes, not market prices.

An orientation by industry and size class is given by EBITDA multiples by industry (DUB KMU Multiples, as of Q3/2026); they are a range from market observation, not a price for your company. A first indication is provided by the company valuation calculator, a robust analysis by a company valuation. Then decide below which amount you will not sell, and record that floor for yourself.

6. To whom do you sell?

You do not have to commit to a type of buyer in advance, but you should know what each wants. A strategic buyer seeks operational advantages, a financial investor a platform or stake, a successor from the family or management a continuation. According to Oaklins, financial investors had a 35% market share of transactions with German involvement in the first half of 2026; the share of foreign buyers (inbound) was 36.0%. The market situation is put in context, with sources and dates, in M&A market Germany 2027.

How the groups of buyers differ is shown in Strategic buyer or financial investor?; how the search proceeds, in How do I find the right buyer?; what to consider with buyers from abroad, in Foreign buyers.

7. Share deal or asset deal?

In a share deal you sell the shares in the company, in an asset deal individual assets and contracts; the choice determines form, liability and the treatment of employees. You take the decision together with your lawyer and tax adviser because it also shifts the tax consequences.

Question	Share deal	Asset deal
What is sold?	Shares in the company	Individual assets, contracts, employees
Form	Assignment of GmbH shares only by notarial deed (§ 15 para. 3 GmbHG; in Austria Notariatsakt, § 76 para. 2 GmbHG)	Transfer under the rules for each item
Employees	The company remains the employer	Transfer of undertaking: the acquirer enters into the employment relationships (§ 613a BGB; in Austria § 3 AVRAG)
Liability	The buyer takes over the company with all liabilities, protection through warranties in the contract	If the business name is continued, the acquirer may be liable for old liabilities (§ 25 HGB; in Austria § 38 UGB)

Legal status retrieved on 07.10.2026. Orientation, not legal advice; exceptions and deadlines are clarified by your lawyer.

More on this: Asset deal or share deal and Asset deal in Austria.

8. How do you structure and secure the purchase price?

The purchase price rarely consists of a single payment; you decide which components you accept and which risk you carry with them. Every component shifts risk between buyer and seller:

Building block	What it regulates	What sellers look at
Fixed purchase price at closing	Amount paid on completion	Deduction of net financial debt, adjustments
Earn-out	Part of the price depends on future performance	Reference figure, period, influence on management
Vendor loan	You defer part of the price	Security, ranking, term
Warranties and liability	What you promise about the condition of the company	Scope, cap, limitation period
W&I insurance	Insurance covers breaches of warranty	Exclusions, who bears the premium

Orientation on structure; figures and design depend on the individual case and the contract.

How the building blocks interact is explained in Purchase price mechanics in a company sale; the contract itself is described in Company purchase agreement. Why the highest price is not automatically the best offer is shown in The purchase price is not everything.

9. When and how do you inform employees, customers and suppliers?

Inform as late as necessary and as early as legally required; until then a confidentiality agreement (NDA) protects your information. Interested parties first receive only an anonymised profile; confidential documents go to an interested party only after a signed NDA (NDA in a company sale, Information memorandum).

In a transfer of undertaking, the employees concerned must be informed in text form before the transfer under § 613a para. 5 BGB; they may object to the transfer within one month after receipt of the information (§ 613a para. 6 BGB). With your lawyer you determine who learns what and when, and with the buyer what the message to staff and customers is. Deep dive: Transfer of undertaking and employees.

10. What role do you play after closing?

Decide before signing whether and for how long you stay with the company; the role after closing belongs in the contract. Buyers often want a transition phase in which you hand over knowledge and customer and supplier relationships. If part of the price is tied to future performance, you remain economically involved without keeping control. Therefore clarify scope, duration, remuneration and decision rights before you sign.

What this means for the choice of buyer is shown in Selling a company to an investor.

Frequently asked questions

Where do I start if I want to sell my company?

With decisions 1 and 2: Which route do you want to take, and what are your goals and minimum conditions? Then you clarify who accompanies you and begin the preparation. The phases in detail are in the course of a company sale.

How long does a company sale take?

That depends on preparation, buyer group and depth of review. A list of the phases and the statements of other providers with source and date can be found in the course of a company sale and under How long does a company sale take?.

Can I sell my company on my own?

Legally yes; for GmbH shares, however, a notary is mandatory. In practice a sale takes a lot of time alongside the running business, and confidentiality, approaching buyers and price finding need experience. What an adviser takes over and what it costs is shown in What does an M&A adviser cost?.

What happens to my employees?

That depends on the structure. In a share deal the company remains the employer. In an asset deal the acquirer enters into the employment relationships under § 613a BGB (Austria: § 3 AVRAG); employees must be informed beforehand. Your lawyer clarifies the details.

What is left of the proceeds after tax?

That cannot be answered in general, as it depends on legal form, structure, holding period and your personal situation. Clarify it with your tax adviser before approaching buyers; an orientation is given in Company sale: taxes.

What is the role of an M&A adviser, and when does it make sense?

It structures the process, preserves confidentiality, organises competition among buyers and relieves you operationally. We are happy to discuss without obligation whether this suits your case; the role is explained in Sell-side M&A.

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Sources, retrieved on 07.10.2026: IfM Bonn, Unternehmensnachfolgen in Deutschland 2026 bis 2030 (ifm-bonn.org, Daten und Fakten No. 37, November 2025); KfW Research, Nachfolge-Monitoring Mittelstand 2025 (kfw.de, Fokus Volkswirtschaft No. 526, 09.01.2026); DIHK, Report Unternehmensnachfolge 2025 (dihk.de, survey 22.01.–28.02.2025); DUB KMU Multiples, as of Q3/2026 (dub.de); Oaklins Germany, M&A-Marktbericht H1 2026 (oaklins.com, 23.07.2026); § 15 para. 3 GmbHG, § 613a BGB, § 25 HGB (gesetze-im-internet.de); § 76 para. 2 GmbHG, § 3 AVRAG, § 38 UGB (ris.bka.gv.at, jusline.at). Orientation, not legal or tax advice.

A company sale is the most important transaction of an entrepreneur's life. Let yourself be accompanied independently and discreetly — IGCP Capital Partners. → igcp.at