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 not a special case: capital against shares is an established route, well below a full sale. What it costs or permits in the individual case is decided by the shareholders' agreement, form and tax — which is why this article also covers transfer and taxation of the proceeds.

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.

How is a GmbH share validly transferred — and when does the buyer count as a shareholder?

By a notarial transfer agreement: in Germany under Section 15(3) GmbHG, in Austria as a notarial deed under Section 76(2) GmbHG. In Germany the buyer also counts as a shareholder towards the company only once entered in the shareholder list held in the commercial register (Section 16(1) GmbHG). The same form already applies to agreements obliging a shareholder to transfer (Section 15(4) GmbHG, Section 76(2) GmbHG): if a declaration of intent is meant to bind already, it needs the form too.

Four further points decide whether the transfer holds:

• Company consent. The articles may attach further conditions to a transfer, in particular company approval (Section 15(5) GmbHG; in Austria Section 76(2) GmbHG). In Austria, where contractually required consent is refused, the commercial court may permit the transfer under the conditions of Section 77 GmbHG — provided the capital contribution is fully paid and there are no sufficient grounds for refusal.
• Dividing the share. Anyone selling only part of a German business share first needs divided shares; under Section 46 no. 4 GmbHG division is among the matters on which the shareholders resolve.
• Outstanding contributions. For contributions still outstanding when the list changes, the buyer is liable alongside the seller (Section 16(2) GmbHG). The buyer checks this; the seller should have settled it beforehand.
• The shareholder list as a checkpoint. Good-faith acquisition from a non-entitled person is possible in Germany only if the seller is on the list — and even then with exceptions, such as knowledge or grossly negligent ignorance (Section 16(3) GmbHG). Buyers therefore do not rely on the list alone but check the chain of assignments.

How is the gain from selling company shares taxed?

It depends on the country, the size of the holding and whether the shares are held privately or as business assets. For privately held shares:

Case	Rule	Provision
Germany, holding of at least 1 per cent within the last five years	gain counts as business income; 40 per cent of it is tax-exempt (partial income method)	Section 17(1) EStG, Section 3 no. 40 letter c EStG
Germany, smaller holding	income from capital assets, income tax of 25 per cent	Section 32d(1) EStG
Austria, individuals	special tax rate of 27.5 per cent	Section 27a(1) no. 2 EStG (AT)

Source: statutory texts, retrieved 8 October 2026 (gesetze-im-internet.de, ris.bka.gv.at). Ancillary taxes, allowances and special cases — shares held as business assets, holding structures, sales to the company itself — are not shown here and belong with the tax adviser before a price is negotiated. How much of the price reaches the seller is one of the main variables of a partial sale; the company valuation calculator gives initial orientation on overall value, but does not replace a valuation.

In what order does a partial sale typically run?

Read the contracts first, then approach the co-shareholders, then the market. A constructed example (not a real mandate): one shareholder holds 30 per cent of a GmbH, the remaining 70 per cent sit with his co-founder. The articles require company consent for every transfer and give the co-shareholders a pre-emption right. The sequence follows:

1. Review the articles and shareholder list: consent requirements, pre-emption and call rights, deadlines, compensation and valuation clauses.
2. Approach the co-shareholders first — where a pre-emption right exists this is not courtesy but obligation; a third party would otherwise buy an offer that can later be challenged.
3. Only then approach third parties, with a confidentiality agreement in place (see NDA in a company sale).
4. Negotiate the new shareholder's rights: information, veto, tag-along, exit — they shape future room for manoeuvre more than a price difference of a few percentage points.
5. Notary appointment, company consent, update of the shareholder list.
6. Tax assessment before signing, not after.

Anyone running these steps in a supported process will find our approach under selling a stake.

FAQ

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