For most owners, selling a company is a once-in-a-lifetime event – and the questions are nearly always the same: when is the right time, how does the process work, what is left after tax, which buyer is the right fit? The articles in this section answer these questions one by one, factually and without marketing.
How we support owners in selling your company – from valuation and discreet buyer outreach to closing – is set out on our services page; for limited companies see selling a GmbH. If you are looking for an investor rather than a buyer, start with finding an investor.
79 articles
A company sale follows a structured process.
Preparation decides the sale price before the first buyer sits at the table.
Company sale checklist with concrete to-dos per phase: preparation, data room, valuation, buyer approach, LOI, due diligence, SPA, closing.
Three document packages decide the speed and price of a company sale: baseline numbers, information memorandum and data room.
An exit strategy defines how and when you exit your company — and to whom.
From preparation to closing, selling a business typically takes 3 to 12 months according to IGCP's assessment.
Most company sales fail not because of the market but because of avoidable seller mistakes.
An EPU (sole proprietorship), GbR or OG can, with structure, also sell its business itself.
Sell-side M&A is the company sale from the seller side: seven process steps, three process types, mandate points, and why independence …
An NDA is the first document signed in a sale process.
The information memorandum is the central sale document.
An indicative offer is a buyer's first, non-binding price indication.
A letter of intent records the key terms of a planned company purchase.
Due diligence is the careful examination of a company by the buyer.
In a vendor due diligence the seller has the company reviewed in advance.
You do not find the right buyer by waiting, but through a structured process: a long list, anonymous outreach and competition between …
Those who only search for buyers at home leave out strategic bidders.
The trade sale is the standard startup exit.
A carve-out is the separation of a defined part of a company for sale.
Locked Box or Closing Accounts, working capital, holdbacks, earn-out: why two offers of the same size mean very different payouts — and …
An earn-out ties part of the purchase price to the company's future.
A vendor loan is part of the purchase price the seller defers for the buyer — with interest, in instalments.
Net debt is financial debt adjusted for liquid funds.
The company purchase agreement (SPA) translates the negotiation result into binding rules.
Premium, limit of cover, retention: how W&I insurance backs the warranties given in a sale agreement — and why it is increasingly standard …
In an asset deal the buyer acquires individual assets instead of shares.
In a share deal the shares change owner, in an asset deal individual assets.
Selling a business means selling an aggregate of assets, not a share: machinery, stock, contracts, employees, goodwill.
In an asset deal, employment contracts pass to the buyer automatically.
Leasing out a business is not a sale — and it decides what happens to hidden reserves, to the type of income earned and to the succession …
The legal form decides the tax bill on a sale: 27.5 per cent on a GmbH share, or the income tax tariff with an allowance and the half rate …
Selling a GmbH and understanding the tax: share deal vs. asset deal, capital gains tax in Austria, participation exemption and the German …
GmbH sold — what remains net? A worked example with the 27.5 % special rate, the holding question and when opting for standard taxation …
Where a holding company owns the shares, 95 percent of the gain is tax-exempt on a sale.
What an asset deal triggers for tax in Austria: real estate transfer tax, VAT, 15-year goodwill amortisation — and how it hits sellers and …
Eleven changes affecting sellers and successors from 2027 – from the inheritance tax case and the top tax rate in Germany to shareholder …
From the financial year ending in 2027, a shareholder current account above 50,000 euros counts as a distribution in Austria – taxed at …
The government draft introduces 47 per cent from 280,000 euros.
From 2027 the Austrian real estate income tax on old holdings rises from an effective 4.2 to 6 per cent.
The new EU screening regulation applies from 17.01.2028.
A GmbH sells differently from a sole proprietorship.
A GmbH business share in Austria transfers only by notarial deed (Sec. 76 GmbH Act).
Selling a GmbH shell or a shelf company: what a shell is genuinely worth, why loss carry-forwards lapse under § 8c KStG, and when personal …
Selling an indebted GmbH: the duty to file for insolvency under § 15a InsO, transferring restructuring, the one-euro sale, and why a …
A share in a German GbR partnership can only be transferred with the other partners' consent.
A sole proprietorship is always sold as an asset deal.
Selling company shares means selling control in stages: minority or majority, to co-shareholders, an investor or management.
A minority stake is often worth less on the market than its percentage suggests.
§ 235 HGB and § 186 UGB require a settlement in cash but govern neither valuation nor maturity nor interest.
Database, platform or a network built over more than 15 years?
How a professional investor search runs, what an adviser contributes at each stage, and what the mandate costs — from defining the …
Selling to a financial investor is a different transaction from selling to a strategic buyer.
A strategic buyer pays for entrepreneurial benefit, a financial investor for returns.
A financial investor does not act on taste but on the mechanics of his fund.
Reserved matters, drag-along, liquidation preference, leaver clauses: what the shareholders' agreement says decides how freely you can act …
Growth capital funds expansion without you giving up control.
Capital into the business without giving up voting rights: forms of silent partnership, the legal position in Austria and Germany, tax …
The tax burden on a silent partnership is routinely set too low.
A silent partnership agreement is form-free — which is exactly why the signed document becomes the only basis in a dispute.
Bringing in a silent partner rarely fails over money.
A silent partnership is atypical only when the silent partner is a co-entrepreneur for tax purposes.
Mezzanine is not a legal term but a collective name for four instruments.
The subordinated loan is the most frequently misdescribed mezzanine instrument.
The Genussrecht is the freest mezzanine instrument and the one with the most hidden traps.
What an M&A adviser does, when the guidance pays off, what it costs and how to find the right one for your company sale.
How to recognise a good M&A advisor: six selection criteria, the right questions for the first meeting — and the warning signs at which you …
Retainer, success fee and tiered scales: how the fee is structured, what the percentage is calculated on, and the five clauses in the …
The market for independent M&A advisers in Austria is small and the trade is regulated.
Business broker sounds like estate agent — a misleading comparison.
Succession exchanges are a good entry point — but a structured, confidential process with an M&A advisor can raise the purchase price …
Five phases from first contact to closing, the formal requirements for transferring GmbH shares, and the liabilities that attach to a buyer …
A takeover starts with revenue, a workforce and market access — and with everything that was never tidied up over twenty years.
The four building blocks that carry an acquisition, why the bank asks about debt service capacity rather than the equity ratio, and why the …
Buying into a company is not the same as buying one.
Ten decisions that neither adviser nor buyer can take off your hands — from route and goals through timing, price and buyer type to …
There is no published forecast of German deal numbers for 2027 — but there are sourced figures for 2026, models to 2028 and clear signals …
For a freight forwarder, revenue says little about value.
Selling a company in Austria means playing by Austrian rules: a notarial deed for GmbH shares, the Firmenbuch and KESt.
The form you hold decides value, consent and tax: GmbH share, limited partnership interest and silent partnership compared.
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