Selling a GmbH
In short: IGCP Capital Partners, based in Vienna, advises on the sale of an Austrian GmbH as an independent sell-side M&A advisor – valuation, buyer outreach and negotiation, coordinated with the notary (notarial deed under Section 76 (2) GmbHG), tax advisor and lawyer through to registration in the commercial register. Mandate profile: EUR 0.3 to 15 million in annual revenue, in Austria, Germany and Switzerland.
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- More than 15 years advising owner-managed companies in the German-speaking region
- Over 100 completed transactions
- 100 % independent — no bank, no fund
- Confidential from the first conversation
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 brief: What do owners expect for their company?
Owners of Mittelstand companies in Germany who plan a succession by 2029 name an average asking price of around EUR 499,000; the median is EUR 375,000 (2019: EUR 372,000 and EUR 175,000). These are asking prices, not achieved prices: the survey also includes micro-enterprises and solo self-employed, and it says nothing about the price of an individual GmbH.
What is a GmbH shell worth when sold?
Its value is often overestimated: tax loss carryforwards are generally forfeited under § 8c KStG, and BGH case law on economic re-establishment imposes company-law limits. Orderly liquidation is an alternative to a sale.
Majority or minority stake
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.
Valuing a GmbH
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.
Process and timeline of a GmbH sale
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. According to IGCP Capital Partners' assessment, a company sale typically takes 3 to 12 months, preparation included (practical assessment, not a statistic, no guarantee).
The M&A Data Room Manager (paid) provides a working basis for the documents; the Due Diligence Checklist (paid) sets out the structure of the review fields.
Detail on the individual phases and the typical stumbling blocks is set out in Selling a GmbH — the process.
Warranties and indemnities in the SPA
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.
Tax orientation on the sale of a GmbH
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.
Frequently Asked Questions
- What is my GmbH worth?
- For small and mid-sized GmbHs, value is set in practice through EBITDA or EBIT multiples from comparable transactions, cross-checked with an income-value or DCF calculation. Net asset value serves as a floor. Our valuation calculator gives an initial range; a robust figure only emerges when several methods converge and a real buyer in the market is willing to pay that price.
- How long does the sale of a GmbH take?
- According to IGCP Capital Partners' assessment, a company sale typically takes 3 to 12 months, preparation included (practical assessment, not a statistic, no guarantee). Clean preparation includes current annual accounts, a tidy shareholder list, and financial and legal facts in the data room. Delays usually come from due diligence, from negotiating warranties and indemnities and from the buyer's acquisition financing.
- Does the sale of a GmbH need to be notarised?
- Yes. The transfer of GmbH shares requires notarisation under § 15 (3) GmbHG (Germany) and § 76 (2) GmbHG (Austria) — the entire share purchase agreement is signed before a notary. After signing, the notary files an updated shareholder list with the commercial register; only its acceptance produces full legitimising effect vis-à-vis the company.
- Share deal or asset deal — which is better?
- In a share deal the shareholder sells the GmbH shares; the company continues as a whole, together with contracts, licences and liabilities. In an asset deal the GmbH sells individual assets, contracts and the customer base. Sellers usually prefer the share deal (cleaner tax and operational cut), buyers often the asset deal (cherry-picking, higher depreciation potential). Which structure wins is a matter of negotiation and depends on liability, tax position and transferable contracts.
- What taxes apply on the sale of a GmbH?
- For a share deal by 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. In an asset deal the gain is fully taxed at the GmbH level; if the company is then wound up, the partial-income method applies again at shareholder level. Austria has its own regime (in particular 27.5 % capital gains tax on the sale of shares by individuals). This is a rough orientation and does not replace tax advice — the actual burden depends on stake size, holding period, structure and design.
- Can I sell only part of my shares?
- Yes. Selling a minority stake is generally possible — as the entry of a financial investor, within a management participation or as a staged handover. Key items to clarify beforehand are the articles of association (transfer restrictions, pre-emption rights, consent of co-shareholders), governance after the entry (voting rights, consent reservations, information rights) and the exit perspective of the minority shareholder (tag-along, drag-along). Economically, the valuation of the minority stake must realistically reflect the limited control rights.
- Should I name an asking price when selling my GmbH?
- A reasoned range is better than an asking price without derivation. KfW Research itself finds it hard to judge whether asking prices are achievable in negotiations: there is no uniform scheme for purchase prices, and price negotiations in successions largely take place out of sight (KfW Research, Fokus Volkswirtschaft No. 526, 9 January 2026, retrieved 6 October 2026). Buyers start from the sustainable, adjusted earnings; a range that can be derived from them is more robust in talks than a figure without a derivation.
- How confidential is the approach to potential buyers?
- Interested parties first receive only an anonymised short description; the Information Memorandum follows only after a signed confidentiality agreement (NDA). More in our article on the Information Memorandum.
If a GmbH sale is on your horizon, we would be glad to discuss your situation confidentially.