Selling Company Shares: Getting a Partial Sale Right
IGCP Capital Partners · Published
Selling company shares means selling control in stages: minority or majority, to co-shareholders, an investor or management. The options at a glance.
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?
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
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Editorial note: This article was written by IGCP Capital Partners based on our own transaction experience. AI-assisted tools may be used during research and drafting; all content is reviewed by our team before publication.