Selling a GmbH is a specific process. The share transfer requires notarisation, the transferred item is a share in a legal entity rather than an operating business, and the buyer inherits the company as it stands — including contracts, liabilities and tax history. That has consequences for structure, warranties and price.
IGCP Capital Partners advises GmbH shareholders in Germany, Austria and Switzerland on the sale of majority and minority stakes. We represent the seller side exclusively, work independently of buyers and banks and coordinate closely with the client\'s tax advisor and lawyer on legal and tax structuring.
In a share deal the shareholder sells the GmbH shares; the company continues as a whole with all contracts, licences and liabilities. In an asset deal the GmbH itself sells individual assets, contracts and the customer base. Sellers usually prefer the share deal — cleaner cut, simpler tax treatment. Buyers often lean towards the asset deal — cherry-picking of the positions taken over and higher depreciation potential.
Which structure prevails is negotiated on the basis of tax position, liability, transferable contracts and financing. In practice, a share deal dominates in the DACH mid-market — with the seller giving targeted warranties and indemnities for known risks.
Every transfer of GmbH shares must be notarised — § 15 (3) GmbHG (Germany), § 76 (2) GmbHG (Austria). The share purchase agreement is signed in full before a notary. After signing the notary files an updated shareholder list with the commercial register; only its acceptance creates full legitimising effect against the company.
In parallel, the articles of association must be checked: transfer restrictions, pre-emption rights and consent requirements of co-shareholders often need to be resolved before signing. Overlooking these creates the classic risk of a deal falling apart shortly before closing.
A GmbH sale does not have to mean a full exit. Selling a minority stake — to a financial investor, to a co-shareholder, to key management — is a legitimate structure. What matters is that governance after the entry, exit perspective (tag-along, drag-along) and valuation of the minority discount are set cleanly.
For a majority sale the seller typically leaves in stages: signing, closing, an agreed transition period on a service contract or advisory role. Buyers value continuity — an owner who is willing to hand over knowledge in an orderly fashion generally achieves a better price than one who exits from one day to the next.
For small and mid-sized GmbHs, valuation in the market is dominated by multiples on EBITDA or EBIT from comparable transactions, cross-checked with an income-value or DCF calculation. Net asset value serves as a floor. The relevant multiple depends on the sector, size, growth, margin and the dependence of the business on the current owner.
A first orientation can be obtained with our enterprise value calculator. A detailed methodology sits on the company valuation page.
A typical GmbH sale runs in five phases: preparation (valuation, information memorandum, data room), market approach (long and short list, NDA, information memorandum), indicative offers, due diligence and SPA negotiation, notarised signing and closing. From the first structured conversation to closing, plan on six to twelve months; with clean preparation, three to six months are realistic.
Detail on the individual phases and the typical stumbling blocks is set out in Selling a GmbH — the process.
In a share deal the buyer takes over the GmbH with all of its known and unknown risks. That is why the share purchase agreement (SPA) provides for a catalogue of warranties (title to the shares, financial statements, tax, employment, contracts, IP, litigation) and specific indemnities for identified risks. The commercial cores of the negotiation are cap, basket, de minimis, survival periods and — where relevant — a W&I insurance.
Anyone considering a sale can prepare specifically for this — the earlier open topics are cleaned up and documented, the less negotiation weight ends up on the seller.
For an individual holding shares in private assets, a stake of 1 % or more triggers § 17 EStG in Germany, and the capital gain is taxed under the partial-income method (60 % taxable, 40 % tax-free). If a holding company sells the shares, § 8b KStG applies and the gain is effectively 95 % tax-free — one of the main reasons why holding structures are frequently used in exit planning.
In an asset deal the gain is fully taxed at the GmbH level; sellers aged 55 and above who liquidate their sole business activity may, under the conditions of § 16 and § 34 EStG, benefit from a personal allowance and a reduced rate. In Austria, the sale of shares by individuals is generally subject to a 27.5 % capital gains tax.
This is a general orientation and does not replace tax advice. The concrete tax burden depends on stake size, holding period, structure and the exact design of the transaction — we coordinate this closely with the client\'s tax advisor.
If a GmbH sale is on your horizon, we would be glad to discuss your situation confidentially.