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Selling a company means handing over more than a balance sheet. It involves a life's work, employees, customers — and a sum that for most owners is the largest financial event of their lives. All the more important: a clear process, realistic expectations of the company's value, and a partner who negotiates independently on behalf of the seller.
IGCP Capital Partners has been advising entrepreneurs in the DACH region on company and GmbH sales for more than 15 years. With more than 100 completed transactions we know the typical pitfalls — and we remain 100% independent across every phase. We exclusively represent the seller side and work without ties to buyers, banks or investors.
IGCP advises on the sale of owner-managed and niche companies with EUR 0.3 to 15 million in annual revenue in Austria, Germany and Switzerland — across all sectors, on the seller's side, with no investment interests of our own. A structured sale process typically takes three to six months with us; six to twelve months is common in the market.
The question of value is the starting point of every sale process. In practice three valuation logics are applied in parallel: net asset value (assets minus liabilities), income value or Discounted Cash Flow (future earnings), and market multiples (comparable transactions in the sector). Each method illuminates a different angle — a robust range only emerges from combining them.
A clear, thorough introduction to the three approaches can be found in What is my company worth?. Important: the market price is not the theoretical value but the amount a specific buyer is willing to pay in a specific situation. A structured process with several bidders typically lifts that market price significantly.
A typical company sale is structured into preparation (valuation, numbers, sale documents), market outreach (long and short list of potential buyers, anonymised teaser, NDA, information memorandum), indicative offers, due diligence, share purchase agreement (SPA) negotiation, and closing. Each phase has its own decision points and risks.
The individual phases, timing and typical stumbling blocks — as well as the role of discretion — are described in The course of a company sale: from preparation to closing.
If the company is under pressure — losses, a liquidity shortfall, talks with the banks — different rules apply; see special situations. If only one business unit or site is to be sold, the route is a carve-out.
Tax and legal structuring is coordinated closely with the client's tax advisor and lawyer. IGCP handles commercial negotiation and process management, not tax or legal advice.
IGCP is based in Vienna and a large share of our mandates concerns Austrian companies. The process is the same as anywhere else; what is specifically Austrian sits in the legal formalities and in taxation. The transfer of shares in an Austrian GmbH requires a notarial deed (Notariatsakt, § 76 para. 2 GmbHG), and the change of shareholders is then registered in the Firmenbuch, the Austrian company register — only a registered shareholder counts as such towards the company (§ 78 GmbHG).
For an individual selling shares held as private assets, the capital gain is taxed at the special rate of 27.5 % (§ 27a EStG). The sale of a sole proprietorship, a partnership interest or an asset deal creates a gain under § 24 EStG taxed at progressive rates, with three mutually exclusive reliefs: a tax-free allowance of EUR 7,300, spreading the gain over three years, or — for sellers who have reached the age of 60 and cease their active working life, or in cases of incapacity or death — the half-rate taxation under § 37 para. 5 EStG, each subject to a seven-year holding period. Since 1 July 2025 real estate transfer tax on share deals is triggered when at least 75 % of the shares in a company holding Austrian real estate are transferred or united (previously 95 %), aggregated over a seven-year period.
In an asset deal, employment relationships transfer to the acquirer under § 3 AVRAG; under § 38 UGB the acquirer of a business takes over its business-related contracts and is liable for existing debts unless liability is excluded, registered and communicated to creditors, and § 1409 ABGB adds a mandatory liability for debts the acquirer knew or should have known about, capped at the value of the assets taken over. Tax and legal advice rests with the seller's tax adviser and lawyer in Austria as in Germany; we coordinate both and negotiate the commercial terms. Further reading: Asset deal in Austria.
If a sale becomes public, the business suffers — employees get nervous, customers hesitate, competitors exploit the uncertainty. Discretion is therefore not a courtesy but protection of enterprise value.
In concrete terms: anonymised short profiles, staged information releases, a secure data room, clear communication rules inside the client company. We only discuss the sale with people who truly need to know — and only to the depth required by the current step.
Strategic buyers and financial investors think differently — and they offer different things. Strategics buy the company because it fits their own market position: higher synergy potential, often a higher price, but also deeper integration with all its consequences for brand, sites and staff. Financial investors buy in order to develop and resell in a few years: more independence, often more flexibility on the seller's role, but typically more sober price negotiations.
A deeper comparison — including who really fits which owner objective — is provided in Strategic buyer or financial investor?. Often the best solution is to sound out both worlds in parallel and let the market decide.
For German sellers, tax and legal structuring often determines how much of the purchase price actually ends up in the seller's pocket and how cleanly the business transitions. Three provisions typically matter most: the capital gain on sale under § 16 EStG (German Income Tax Act), the reduced taxation of that gain under § 34 EStG (fifth-rule method or, where the conditions are met, a reduced rate and a personal allowance), and the protection of employment relationships on a transfer of business under § 613a BGB (German Civil Code).
Which combination applies depends on the structure (asset deal or share deal, sole proprietorship, partnership or corporation), the seller's age and the exact design of the handover. IGCP coordinates closely with the client's tax advisor and lawyer — the tax and legal advice itself sits deliberately with them, not with us. The goal is a contract structure that is commercially sensible and tax-clean.
For German context we outline the succession wave and typical buyer and seller constellations in our overview on business succession in Germany — those looking for a point of contact for Germany will find background on our M&A advisor Germany page.
If a sale could become relevant for you, we would be glad to get to know your company in a confidential first conversation.