A GmbH is sold by transferring its shares in a deed signed before a German notary. Without the deed the transfer is void (Section 15(3) GmbHG). The buyer only counts as shareholder towards the company once the updated shareholder list reaches the commercial register (Section 16(1) GmbHG). Prices are built from adjusted EBITDA and a sector multiple, which ranged from 2.4x to 10.9x in the DUB KMU Multiples for Q2 2026. Expect six to twelve months from mandate to closing.
Selling a GmbH, or buying one, means dealing with the German limited liability company in its most common form. If you're acquiring a company in Germany, the odds are high that the target is a GmbH. Of the 3.47 million enterprises in Germany's business register in 2023, roughly 834,000 were corporations, according to a special evaluation of the register for the IfM Bonn research institute, and the GmbH is by far the most common form among them. The GmbH has a reputation for formality, and it deserves it: the transfer runs through a notary, a statutory shareholder list and articles of association that can block a sale outright. None of this is difficult once you know the sequence. All of it is expensive if you learn it during the deal.
Why a GmbH sale is a share deal by default
Most GmbH transactions are share deals. The buyer acquires the shares (Geschäftsanteile), the company itself continues unchanged, and with it every customer contract, lease, permit and employment relationship. Nothing needs to be assigned individually, and Section 613a of the German Civil Code (BGB), which governs the transfer of employees in an asset deal, doesn't come into play because the employer stays the same legal entity.
For an international buyer that's the main attraction: you take over a functioning legal shell with its history intact. It's also the main risk, because the history includes every liability the company has ever incurred. German buyers therefore run a thorough due diligence on the corporate record and negotiate a warranty catalogue in the share purchase agreement, and you should do the same. Sellers who've kept their corporate housekeeping in order, with complete shareholder resolutions, a correct shareholder list and documented capital contributions, negotiate those warranties from strength.
An asset deal remains an option, and buyers sometimes prefer it for the step-up in depreciable asset values. For the seller it's usually the worse structure: a GmbH selling its assets pays corporate and trade tax on the gain at company level, typically 28–33 percent, and the owner pays tax again when the proceeds are distributed. Our guide to taxes on selling a German company works through the comparison.
The three formalities you can't skip
German company law makes three things mandatory in every GmbH share sale, and a deal that ignores any of them isn't a deal.
The notarial deed. Both the transfer of GmbH shares and the agreement obliging a shareholder to transfer them must be recorded by a notary (Section 15(3) and (4) GmbHG). A signed English-language SPA without notarisation binds nobody. It only becomes valid once the notarised transfer follows. German notaries are impartial public officers, not the buyer's or seller's lawyers, and the deed is read aloud at signing (Section 13 of the German Notarisation Act, BeurkG, with an exemption for schedules such as balance sheets). If a party doesn't sufficiently understand German, the deed is translated instead of read aloud, by the notary or a normally sworn interpreter, and a written translation must be provided on request (Sections 5 and 16 BeurkG).
The shareholder list. Towards the company, only the person entered in the shareholder list filed with the commercial register counts as shareholder (Section 16(1) GmbHG). After the transfer the notary who recorded it files the updated list (Section 40(2) GmbHG). Until that list is accepted, the buyer can't reliably exercise shareholder rights towards the company, and the seller technically remains on the hook. The list also protects buyers: shares can be acquired in good faith from someone wrongly registered as owner, unless the list has been incorrect for less than three years without the true owner being responsible for the error, and provided the buyer neither knew nor grossly negligently ignored the defect and no objection is noted against the list (Section 16(3) GmbHG).
The articles of association. The articles can make any share transfer subject to further conditions, in particular the company's consent (Section 15(5) GmbHG). These transfer restrictions (Vinkulierung), together with rights of first refusal for co-shareholders, sit in many articles drafted at incorporation and surface late in the process. Check them in week one, not at the notary's table.
| Formality | Legal basis | What it means for the transaction |
|---|---|---|
| Notarised transfer and obligation to transfer | Section 15(3) and (4) GmbHG | No deed, no transfer. The SPA is negotiated first and notarised last |
| Consent requirements in the articles | Section 15(5) GmbHG | Transfer restrictions and pre-emption rights must be cleared before signing |
| Filing of the new shareholder list | Section 40(2) GmbHG | Buyer becomes shareholder towards the company only on acceptance of the list |
| Appointment and dismissal of managing directors, register filing | Section 46 no. 5 and Section 39(1) GmbHG | Shareholder resolution, formally free but usually recorded at the same notary appointment. The register filing needs a certified signature |
Selling a GmbH: the process from mandate to closing
A GmbH sale follows the four-phase German sale process and takes six to twelve months from mandate, up to 18 with complex shareholder structures. In a GmbH-specific sequence:
- Valuation and preparation (months 1–2). Adjusted EBITDA, sector multiple, data room. Review of the articles for transfer restrictions and pre-emption rights.
- Buyer outreach (months 3–5). Anonymous teaser, non-disclosure agreement, information memorandum. In one NORDVISORY-led process, 87 approaches produced twelve signed NDAs and six indicative offers.
- Indicative offers and letter of intent (month 6). Offers compared on price mechanics and financing certainty as well as headline numbers. Exclusivity limited to six to ten weeks.
- Due diligence (months 7–9). Six to ten weeks. For a GmbH, expect close scrutiny of the shareholder list, capital contributions, shareholder resolutions and managing director service agreements.
- SPA negotiation and notarisation (months 10–11). Price and price mechanics, warranties and indemnities, non-compete, handover of management, conditions precedent. Signing before the notary.
- Closing and shareholder list (month 12). Conditions satisfied, price paid, shares transferred, list filed.
Signing and closing are usually separated by conditions precedent: the buyer's financing commitment, consents from co-shareholders, occasionally merger clearance from the Bundeskartellamt, and consents under change-of-control clauses in key customer or loan agreements. The seller remains managing director until closing, bound by covenants on how the business is run in between.
How the purchase price is built
The price for GmbH shares starts with enterprise value and ends with equity value, and the bridge between them has some GmbH-typical items. Enterprise value is adjusted EBITDA times a sector multiple. The DUB KMU Multiples for Q2 2026 put German SME multiples at 2.4x to 10.9x depending on sector and size. In the smallest DUB size class (micro-cap, below €5 million) the 20 sector ranges average 4.1x to 5.7x (our own evaluation of the DUB table). Normalising EBITDA for owner remuneration, one-off items and private expenses commonly lifts the base by 15–30 percent. The German mid-market valuation guide and the current EBITDA multiples by sector show how.
Worked example for an illustrative GmbH with adjusted EBITDA of €600,000 and a multiple of 5.0x:
| Item | Amount | Comment |
|---|---|---|
| Enterprise value | €3,000,000 | Adjusted EBITDA × sector multiple |
| less financial debt | −€450,000 | Bank loans, leasing, overdraft |
| plus cash | +€300,000 | Cash at closing less an agreed operating minimum |
| less shareholder loan | −€150,000 | Owner's loan to the company, repaid to the seller separately at closing |
| less debt-like items | −€200,000 | Pension commitment to the owner-manager, tax provisions, overdue payables |
| working capital adjustment | −€50,000 | Deviation from the agreed normal level |
| Equity value (price for the shares) | €2,450,000 | Seller also receives €150,000 loan repayment |
Two items catch international buyers and German sellers alike. Shareholder loans are common in owner-managed GmbHs. They reduce the share price but are settled with the seller at closing, so the seller's total proceeds are higher than the headline. Pension commitments to the owner-manager (Pensionszusage) are a peculiarity of German GmbHs: the obligation stays in the company, buyers treat it as debt, and the negotiated deduction is often larger than the balance sheet provision suggests. Both belong in the information memorandum, before a buyer finds them in due diligence.
Whether the bridge is fixed at signing (locked box) or trued up at closing (closing accounts) is a negotiation in itself. For owner-managed GmbHs with straightforward balance sheets, a locked box on the last set of annual accounts, combined with leakage protection until closing, is the common outcome. Earn-outs and vendor loans bridge remaining gaps in price expectations or acquisition financing.
Managing directors, change of control and real estate
Three contract topics carry particular weight in a GmbH share deal. First, management: appointing and dismissing managing directors and granting them discharge is reserved to the shareholders' meeting (Section 46 no. 5 GmbHG). When the seller is also managing director, two relationships end separately: the corporate office by shareholder resolution and register filing, and the service agreement by termination or, more often, by a transition arrangement of six to 24 months. Sellers value the discharge resolution because it largely bars the company from pursuing claims for the discharged period.
Second, change-of-control clauses. Customer, loan, licence and lease agreements frequently grant termination rights when the shareholders change. Due diligence identifies them, and the SPA turns them into conditions precedent or warranties. A seller who knows his key contracts can collect consents early rather than between signing and closing.
Third, real estate transfer tax. If the GmbH owns property, a share deal has become a taxable event: since 1 July 2021, the transfer of at least 90 percent of the shares in a property-holding corporation within ten years triggers German real estate transfer tax (Section 1(2b) GrEStG), as does the concentration of at least 90 percent of the shares in one hand (Section 1(3) GrEStG), down from the earlier 95 percent threshold. The tax is assessed on the property value, and the SPA allocates who bears it economically. Sellers with the operating property inside the GmbH should discuss the structure with their tax adviser before the process starts. Selling the property with the shares, carving it out beforehand or leasing it to the buyer are three different calculations.
How GmbH shares are taxed on sale
For a private individual holding at least 1 percent of the shares at any time in the previous five years, the gain on selling GmbH shares falls under the partial income method (Section 17 EStG): 60 percent of the gain is taxable, 40 percent is exempt, which works out to an effective 25–28 percent at high marginal rates. Where a holding GmbH owns the shares, 95 percent of the gain is exempt under Section 8b KStG, roughly 1.5 percent effective at holding level. The catch is how the shares got there: if the operating GmbH was contributed to the holding tax-neutrally, a seven-year lock-up applies (Section 22 UmwStG), and a sale within that period taxes the contribution gain retroactively, reduced by one seventh for each full year elapsed. A holding that held or bought the shares from the start has no such period.
Foreign buyers rarely need to worry about the seller's tax, but they should understand it: it shapes what structure the seller will accept and how hard he'll resist an asset deal. Our tax guide for German company sales covers the full picture. Any actual structuring belongs with a German tax adviser.
Selling an empty GmbH is a different business
Search results for "selling a GmbH" sometimes mean a shell: a GmbH whose operations have ceased, sold for its registration, tax number and saved incorporation time. German courts treat the reactivation of an empty GmbH as an economic re-incorporation, to which the formation rules of the GmbH Act, including the register court's review, apply by analogy (Federal Court of Justice, order of 7 July 2003, II ZB 4/02). The managing directors must disclose the re-incorporation to the register court and give the statutory assurance, by analogy with Section 8(2) GmbHG, that assets equal to the registered share capital exist, at least €25,000 (Section 5(1) GmbHG), with at least one quarter freely available. A shell is priced on its capital and clean record rather than on multiples, and it's a matter for corporate lawyers. Everything else in this article assumes an operating business.
What international buyers should plan for
Three practical points save time. Bring a German corporate lawyer early, because the SPA will be governed by German law and notarised in German or bilingually. Budget for the notary: the deed attracts a 2.0 fee under the German court and notary fees act (GNotKG), based on the purchase price, which at €3 million comes to €9,870 plus disbursements and VAT (Table B of the GNotKG: €4,935 single fee at a €3 million transaction value). Who pays is agreed in the SPA, in practice usually the buyer. And plan the handover: an owner-manager who leaves at closing takes customer relationships with him, so a paid transition period is standard and protects the value you've just bought.
If you're evaluating a German target or preparing your own GmbH for sale, get in touch for a confidential conversation. NORDVISORY runs sell-side processes for owner-managed companies in Northern Germany and speaks to strategic and financial buyers from across Europe and North America in every mandate.
Frequently asked questions
Does the sale of a GmbH have to be notarised?
Yes. Both the transfer of GmbH shares and the agreement to transfer them require a notarial deed (Section 15(3) and (4) GmbHG). A private SPA is void until the notarised transfer follows.
How long does it take to sell a GmbH?
Typically six to twelve months from mandate, up to 18 for complex shareholder structures. Due diligence alone takes six to ten weeks, and conditions precedent often separate signing and closing by several weeks.
Who pays the notary in a GmbH share deal?
The SPA decides. In practice the buyer usually bears the notary fee, which is a 2.0 fee under the GNotKG based on the purchase price: €9,870 for a €3 million deal, plus disbursements, VAT and the fees for the shareholder list and resolutions.
Can a foreign company or individual buy a GmbH?
Yes. Nationality and residence of a GmbH's shareholders are irrelevant under German law (Germany Trade & Invest). Foreign buyers need to satisfy the notary's identification requirements and, for corporate buyers, prove their authority to represent. Buyers from outside the EU and EFTA may be subject to investment screening under the Foreign Trade Ordinance (Sections 55 ff. AWV) from 10, 20 or 25 percent of the voting rights, with filing obligations in sensitive sectors.
What happens to employees when a GmbH is sold?
Nothing changes in their contracts, because the employer remains the GmbH. Section 613a BGB, which transfers employees in an asset deal, doesn't apply to a share transfer. Seller and buyer agree when staff are informed, usually after signing.
Is an asset deal ever better than buying the shares?
For the buyer it can be, because purchased assets can be depreciated. For the seller it usually isn't: the GmbH pays corporate and trade tax on the gain, and the owner pays again on distribution. Most German GmbH transactions therefore close as share deals, sometimes with a price premium compensating the buyer for the missing step-up.
Sources
- Section 15 GmbHG, transfer of shares (opens in a new tab)
- Section 16 GmbHG, legal position on change of shareholders (opens in a new tab)
- Section 40 GmbHG, shareholder list (opens in a new tab)
- Section 46 GmbHG, powers of the shareholders (opens in a new tab) and Section 39 GmbHG, register filing of managing directors (opens in a new tab)
- Section 5 GmbHG, share capital (opens in a new tab)
- Section 17 EStG, sale of shares in corporations (opens in a new tab)
- Section 8b KStG (opens in a new tab) and Section 22 UmwStG, lock-up after tax-neutral contribution (opens in a new tab)
- Section 613a BGB, transfer of business (opens in a new tab)
- Sections 5, 13 and 16 of the German Notarisation Act (BeurkG) (opens in a new tab) (language of the deed, reading aloud, translation)
- Germany Trade & Invest, Setting up a GmbH (opens in a new tab) (nationality and residence of shareholders irrelevant)
- Federal Ministry for Economic Affairs, FAQ on foreign trade law and investment screening (opens in a new tab) (Sections 55 ff. AWV, thresholds 10, 20 and 25 percent)
- GNotKG, Annex 2, Table B (opens in a new tab) and Annex 1, fee schedule no. 21100 (opens in a new tab)
- PwC on the coordinated state decrees of 5 March 2024 on Section 1(3) GrEStG (opens in a new tab) and Rödl & Partner on the 2021 share deal reform (opens in a new tab)
- Federal Court of Justice, order of 7 July 2003, II ZB 4/02 (opens in a new tab)
- IfM Bonn, enterprises in Germany by legal form 2019–2023 (opens in a new tab)
- DUB KMU Multiples Q2/2026 (opens in a new tab)
Legal note: NORDVISORY is an M&A advisory firm, not a tax or law firm. This article provides general information and is no substitute for individual tax or legal advice. The purchase price bridge is an illustrative example.
NORDVISORY is an independent M&A advisory firm based in Hamburg, advising Mittelstand owners on company sales and succession processes.
Related topics: The German M&A sale process · Taxes on selling a German company · Business valuation in the German mid-market · EBITDA multiples Germany · M&A advisor fees in Germany
