A limited liability company, or GmbH for short, is a type of corporation in Germany that consists of at least one shareholder. If this company consists of multiple shareholders, each can have the same or different shares in the company’s share capital.
Any of the shareholders can sell their GmbH shares. When the selling process of a GmbH company in Germany is underway, regardless of the knowledge level of the parties to the transaction, they both have to follow specific basic rules.
You must register the sale of a GmbH company in Germany with the notary public. It is also necessary to make changes in the company’s commercial registration. If a GmbH is sold in Germany, all its rights and obligations are transferred to the company buyer. These responsibilities remain with the company and are not transferred to the purchasing company or the buyer himself. You should pay attention to the Articles of Association of the GmbH and the concluded shareholder agreements.
When taking over a GmbH in Germany, all contracts with third parties remain in effect. The risk assessment of the buyer of a GmbH in Germany includes the legal framework as employee contracts, lease agreements, and tax assessments. Also, the seller has to prepare all the documents and consider the necessary time for research and investigation by the potential buyer.
The partial income method is applied if a natural person sells more than one percent of the GmbH shares. As a result, 40% of the capital gains will be tax-free.
After that, how you sell the company is very important. It means whether you will have a partial sale (asset deal) or sell the entire of your GmbH (share deal). There will be a 95% tax exemption if a holding company sells a GmbH in Germany or if the GmbH shares are a part of the business assets, in other words.
When selling a GmbH in Germany, there are various transaction costs before, during, and after the deal. It is also necessary to pay the costs of consultation, notary, and appraiser. Other fees may exist depending on the case, but estimating them in advance is difficult.