Selling your business yourself: process for EPU, GbR and OG
IGCP Capital Partners · Published · Updated

An EPU (sole proprietorship), GbR or OG can, with structure, also sell its business itself. The process step by step, the most common mistakes — and how the IGCP M&A Tool Kit makes a self-run sale faster, easier and more professional.
A sole proprietorship (EPU), a GbR (civil-law partnership) or an OG (general partnership) can in principle also be sold without an advisor, provided you proceed in a structured way and use the right documents. This article shows step by step how a self-run sales process works, where the typical mistakes lurk, which legal points you should know and how the IGCP M&A Tool Kit makes it faster, simpler and more professional.
If you would rather have the sale supported: Selling a company.
Small businesses are often sold with a handshake and below value. It does not have to be that way.
Can an EPU, GbR and OG sell their business themselves?
Yes, for small, manageable businesses a self-run sale is realistic if the business is clearly structured, the value remains manageable and possible buyers are reachable. With higher value, several bidders or a complex structure it quickly becomes demanding.
The legal form determines the how. An EPU generally sells the business as a whole via an asset deal; more on this in Selling a sole proprietorship. In a GbR and OG, the partners sell their shares, which usually requires the consent of the co-partners and a look at the partnership agreement. Whether shares or assets change owner is explained in Asset deal or share deal?.
Before numbers are negotiated comes the company valuation. A first, non-binding orientation is given by the company value calculator.
The market: what figures say about self-run sales
There is no separate statistic on self-run sales of small businesses; we therefore cite only what is publicly collected:
- Germany: IfM Bonn estimates that in the years 2026 to 2030 around 186,000 companies are ready for handover, on average around 37,200 per year. A company counts as ready for handover if its managing owner will withdraw for personal reasons within five years (IfM Bonn, Daten und Fakten Nr. 37, November 2025).
- Price expectations: In the KfW Succession Monitor Mittelstand 2025, the targeted sale price of the previous owners averages around EUR 499,000, the median EUR 375,000. Both values are sellers' wishes, not prices achieved.
- Austria: For 2025 the WKO counts a total of 8,202 business takeovers, which is 5.3 percent more than the previous year and the highest value since the survey began in 1998. According to KMU Forschung Austria (study of October 2026, p. 24), around 55 percent of handovers now take place outside the family; only 45 percent remain within the family. The share of women among sole proprietorships is, according to the WKO factsheet, 42.3 percent.
For you this means: there are acquirers, but the within-family route is becoming rarer. Those who sell themselves should approach the buyer search early and broadly. An overview of the situation is given by the page Business succession in Germany.
Facing this situation yourself? IGCP advises owners independently — the initial conversation is free of charge, without obligation and strictly confidential.
Request a free initial consultation →The process when you sell yourself
An orderly self-run sale follows the same steps as a large process, only leaner.
- Organise documents and estimate value. Figures of recent years, contracts, customer list. A first value estimate is provided by What is my company worth?.
- Create an anonymous short profile (teaser). A one-page profile that describes the business without revealing the company.
- Secure confidentiality. Before details flow, the interested party signs a confidentiality agreement (NDA).
- Provide meaningful documents. A factsheet and an information memorandum answer the questions of serious buyers.
- Approach buyers and hold conversations. Several interested parties create competition, see How do I find the right buyer?.
- Record the declaration of intent. The letter of intent records the key points before detailed review.
- Due diligence, purchase agreement, handover. The buyer reviews, then it is signed. What is reviewed is shown in What is a due diligence?.
Where you find buyers without giving your name
For the self-run sale of small businesses there is one public point of contact: the business exchange nexxt-change, supported by the Federal Ministry for Economic Affairs, the DIHK and the KfW. According to IHK Nord Westfalen, you can list there anonymously, use is free of charge, and first contact runs via the chamber, so that your identity stays protected until release. Prospective buyers search by industry, region, revenue and number of employees. Your listing should therefore contain exactly this information, without revealing the name. For Austria, the WKO offers its own information on business handover.
Legal points often overlooked in a self-run sale
This is a classification, not legal advice. These four points should be clarified with your lawyer or tax advisor before the purchase agreement.
- Consent of co-partners. In a German GbR, the transfer of a partnership share requires, under § 711 Abs. 1 BGB, the consent of the other partners. In an OG, the partnership agreement regulates the conditions; check it before the first buyer conversation.
- Employees. If a business passes to another owner by legal transaction, he enters into the existing employment relationships under § 613a BGB. The employees must be informed and can object within one month. In Austria, § 3 AVRAG regulates the transfer of employment relationships.
- Continuation of the company name and liability. If an acquirer continues a commercial business under the previous name, he is liable under § 25 Abs. 1 HGB for the liabilities incurred in the business by the previous owner; deviating agreements have effect against third parties only if they were entered in the commercial register, announced or communicated (§ 25 Abs. 2 HGB). In Austria, anyone who continues an acquired business takes over the business-related legal relationships under § 38 UGB; contracting parties can, under certain conditions, object to the transfer within three months.
- Confidentiality. Without a signed NDA, neither figures nor customer lists should leave the room. Under § 2 Nr. 1 GeschGehG, a trade secret is protected only if it is secured by appropriate secrecy measures.
The most common mistakes in a self-run sale
Five mistakes regularly cost price and time: no NDA before figures go out. A weak or missing exposé. A price plucked out of thin air. Only a single interested party who dictates the negotiation. And a handover without a proper contract. Each of these mistakes can be avoided with the right template.
Where the IGCP M&A Tool Kit speeds up the process
The IGCP M&A Tool Kit contains six field-tested templates: confidentiality agreement (NDA), anonymous teaser, factsheet, information memorandum, letter of intent and exposé. These are exactly the documents a sales process needs. Instead of starting from a blank sheet, you work with structures from over 100 guided transactions.
| Criterion | Self-run sale without structure | with IGCP M&A Tool Kit |
|---|---|---|
| Starting point | blank sheet | ready-made templates |
| Presentation to buyers | inconsistent | consistent and credible |
| Time required | high, everything self-drafted | considerably lower |
| Risk of error (NDA, exposé) | high | structurally safeguarded |
| Cost | — | one-off purchase instead of success fee |
The templates do not replace a legal review of the purchase agreement. They ensure that you present an orderly picture to buyers.
When an advisor is still worthwhile
The Tool Kit is the solution for the self-run sale of small businesses. From a higher transaction value, with several bidders or a complex structure, a guided process usually pays off. The calculation is in What does an M&A advisor cost? and Succession exchange or M&A advisor?.
Frequently asked questions
Can I sell my sole proprietorship without an advisor?
For a small, manageable business yes. Decisive are a structured process and the right documents. The higher the value and complexity, the more worthwhile support is.
Which documents do I need for the sale?
At least a confidentiality agreement, an anonymous teaser, a factsheet or information memorandum and a letter of intent. The IGCP M&A Tool Kit bundles these six templates.
What does the IGCP M&A Tool Kit cost?
It is a one-off purchase, individual templates or the complete package. The current prices can be found under M&A Tool Kit.
How do I sell shares in a GbR or OG?
The partners sell their shares. The consent of the co-partners is usually required, and the partnership agreement regulates the conditions; for a German GbR, § 711 Abs. 1 BGB requires this consent. The exact design should be legally reviewed. This is not legal advice.
Where can I offer my company anonymously?
For example on the business exchange nexxt-change. According to IHK Nord Westfalen, listing is possible anonymised and free of charge, and first contact runs via the chamber.
When should I still bring in an M&A advisor?
With higher value, several interested parties or a nested structure. Then a structured bidding process generally lifts the price above the advisor's costs. We do not state a figure for this, as we have no reliable survey.
The questions that come up most often here are answered in the frequently asked questions on selling a company.
The most common mistakes and how to avoid them: Mistakes in a company sale.
Sources, retrieved on 29.09.2026: IfM Bonn, Unternehmensnachfolgen in Deutschland 2026 bis 2030 (ifm-bonn.org, Daten und Fakten Nr. 37, November 2025); KfW Research, Nachfolge-Monitoring Mittelstand 2025 (kfw.de, Fokus Volkswirtschaft Nr. 526, 9. Januar 2026); WKO, Nachfolge gesucht (wko.at, as of 2 September 2025) and Factsheet Nachfolge (wko.at, as of July 2026); ORF, 8.202 Betriebsübernahmen (orf.at, 22 August 2026); IHK Nord Westfalen on nexxt-change (ihk.de/nordwestfalen); § 711 BGB, § 613a BGB, § 25 HGB, § 2 GeschGehG (lxgesetze.de); § 3 AVRAG, § 38 UGB (jusline.at). Classification, not legal advice.
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