Selling Company Shares: Getting a Partial Sale Right

Selling company shares means selling not the company, but part of the control — as a minority or majority stake, to co-shareholders, an investor or your own management. Price, buyer pool and contract terms depend less on the legal form than on one question: how much influence are you giving up?

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

A partial sale is no longer a special case. According to Invest Europe's 2024 activity data, 8,391 companies in Europe received private equity or venture capital financing — 85 % of them small and medium-sized businesses. Capital against shares is an established route, well below a full sale.

Why sell shares instead of the whole company?

Four motives dominate in practice.

Liquidity for the owner: part of the wealth tied up in the company becomes privately available without the entrepreneur stepping out.

Growth capital: an investor brings funds that bank financing and cash flow alone cannot carry.

Staged succession: the successor — family, management or external — takes over in stages rather than in one step. How this works in a management buy-out is shown in Financing an MBO.

Shareholder change: one co-shareholder wants out, the others want no stranger — the stake is taken over internally.

Minority or majority: what changes?

	Minority sale (below 50 %)	Majority sale (above 50 %)
Control	stays with the owner	passes to the buyer
Typical buyer	financial investor, silent partner, co-shareholder	strategic buyer, financial investor, successor
Valuation	often at a discount to the pro-rata value	pro-rata value, above it where control transfers
Contract focus	information, veto and exit rights of the minority holder	warranties, transition rules, possible roll-over

The valuation point deserves honesty: a minority stake regularly trades below its pro-rata share of the company's value because it conveys no control. How large the discount is remains a matter of negotiation and contract rights — flat percentages quoted without reading the shareholders' agreement are not serious.

Equally important: the rights the new co-shareholder demands. Financial investors typically negotiate information, veto and exit rights (such as drag-along obligations). Focusing on price alone underestimates how much these clauses shape future freedom of action.

Who qualifies as a buyer?

First look inside: shareholders' agreements often contain pre-emption and call rights — co-shareholders are then the first addressees, voluntarily or mandatorily.

Then the market. Whether a strategic buyer or financial investor fits better depends on the goal: strategics usually want control, financial investors also enter as minorities. For pure capital strengthening, the financial investor is the natural partner; for long-term integration into a larger whole, the strategic.

How does the transfer work by legal form?

The economic logic is the same; the form is not.

GmbH shares require a notarial deed in Austria and notarisation in Germany — details in Selling a GmbH share.

Partnership interests (GbR/GesbR, OG, KG) transfer form-free but require consent — see Selling a GbR share.

Shares in a stock corporation are easiest to transfer; in unlisted companies, articles and shareholder agreements limit the room.

For tax, Austrian individuals pay the special 27.5 % rate on gains from corporate shares; partnership disposals are taxed as business income. A tax advisor belongs at the table before any structural decision.

Can I sell only part of my shares?

Yes. Shares are divisible — in a GmbH via the division of business shares, in partnerships via adjusted participation quotas. What matters are the rules of the shareholders' agreement and the co-shareholders' consent.

What is a sale with a roll-over stake?

The owner sells the majority but stays invested with a minority and usually remains on board operationally. Buyers — especially financial investors — value this as a signal and incentive; the seller participates a second time in the value growth.

Does a partial sale reduce the value of my remaining stake?

Not automatically. What matters is what the new shareholder contributes (capital, network, professionalisation) and which rights they receive. A well-negotiated entry can increase the value of the remaining stake; poorly negotiated veto rights can weigh on it.

Selling a company is the most important transaction of an entrepreneur's life. Get independent, discreet guidance — IGCP Capital Partners. → igcp.at