Selling a Company in Austria: Notariatsakt, KESt and Firmenbuch

Selling a company in Austria follows the same process as anywhere else — preparation, valuation, buyer search, negotiation, completion. What is specifically Austrian sits in the detail: the Notariatsakt (an Austrian notarial deed) required for a GmbH share, the entry in the Firmenbuch (the Austrian companies register) and taxation via Kapitalertragsteuer, KESt (Austrian capital gains tax). Owners who know this in advance avoid unpleasant surprises.

How we guide owners through business succession — from the first decision to the handover — is set out on our services page.

Much of the published guidance on selling a business is written from a German perspective and only partly fits the Austrian legal and tax position. This article sets out the sale from an Austrian point of view: the process, the formal particularities and the tax fundamentals.

The process is the same — the framework is Austrian

The basic route through a sale does not differ: preparation, valuation, discreet approaches to suitable buyers, the information memorandum, the indicative offer, negotiation, due diligence and completion. The full sequence is set out in the process of a company sale.

It becomes Austrian when it comes to legal form, formal execution and tax.

Share deal or asset deal in Austria

As in Germany, there are two basic forms: you either sell the shares in the company (share deal) or individual assets of the business (asset deal). The difference and its consequences are set out in asset deal or share deal; the Austrian mechanics of an asset deal, including duties and fees, are covered in asset deal in Austria.

The Notariatsakt for a GmbH share

The most important formal requirement: in Austria the transfer of a share in a GmbH (an Austrian limited company) mandatorily requires a Notariatsakt, a notarial deed. A privately signed contract is not sufficient. The change is then recorded in the Firmenbuch, the Austrian companies register.

This distinguishes an Austrian GmbH sale from some foreign structures and needs to be planned for early. Where there is more than one shareholder, the articles of association also have to be reviewed — they may contain consent requirements or pre-emption rights.

Tax on a sale in Austria

Where a private individual sells shares in a corporation, the capital gain in Austria is in principle subject to Kapitalertragsteuer (KESt) at 27.5%. In an asset deal, the gain from releasing hidden reserves is captured within income tax, and depending on the situation certain reliefs may apply.

How that plays out in a concrete case is worked through in selling a GmbH in Austria: what is left after tax. The tax assessment depends heavily on the individual case — it belongs in the hands of a tax adviser. This article does not replace tax advice.

Buyers for an Austrian company

The buyer universe is rarely limited to Austria. For specialised businesses in particular, strategic buyers and financial investors from across the DACH region and internationally come into question — including cross-border, as the net-haus to SINGU transaction (Poland, 2025) shows.

How a structured buyer search works is set out in how do I find the right buyer; owners looking for an equity partner rather than a full exit will find the route under finding an investor.

Sale or handover?

Not every exit is a sale on the open market. For the orderly handover of a business in Austria, including the Gewerbeberechtigung (Austrian trade licence), see handing over a business in Austria; the figures and routes for external succession in the country are set out in our overview of business succession in Austria.

FAQ

Does the sale of a GmbH share in Austria have to be notarised?

Yes. The transfer of a share in an Austrian GmbH requires a Notariatsakt (an Austrian notarial deed); the change is then entered in the Firmenbuch. A privately signed contract is not enough.

How much tax is payable on a company sale in Austria?

Where a private individual sells shares in a corporation, 27.5% KESt is in principle payable on the gain. In an asset deal, income tax applies. The actual burden depends on the individual case — involve a tax adviser.

Can foreign buyers acquire an Austrian company?

Yes. Buyers from Germany, Switzerland and further afield are commonplace. A cross-border sale needs preparation — see selling a company to foreign buyers.

How long does a company sale in Austria take?

As a rule of thumb, several months — depending on preparation, size and the number of buyers. The range is set out in how long a company sale takes.

What does an Austrian buyer or seller need to prepare first?

Clean figures for the last three financial years, a reviewed set of articles of association, and clarity on which legal form the transaction will take. Where the business is organised as a GmbH, the transfer and its taxation run through selling a GmbH.

How do I choose an adviser in the Austrian market?

Look for independence, genuine transaction experience in Austria and familiarity with the formal requirements described above. The criteria are set out in M&A advisers in Austria.

A company sale is the most important transaction of an entrepreneurial life. Take independent, discreet advice — IGCP Capital Partners. → igcp.at