For many business owners, selling a GmbH is the largest financial decision of their lifetime. Yet most owners enter the process without a clear structure — and often pay for it later, financially, strategically or emotionally.
This guide explains:
how a GmbH sale realistically works
which taxes apply in practice
and which mistakes regularly cost owners hundreds of thousands of euros
1. Selling a GmbH: The two fundamental deal structures
There are only two ways to sell a GmbH. Every transaction falls into one of these categories.
Share Deal (standard in the mid-market)
Sale of company shares
The GmbH remains legally unchanged
The buyer assumes assets, contracts and history
Advantages for sellers:
Usually more tax-efficient
Clean exit
Lower complexity
Asset Deal (exception, buyer-driven)
Sale of individual assets
The legal entity remains with the seller
Common in distressed or carve-out situations
Disadvantages for sellers:
Significantly higher tax burden
Residual liabilities often remain
👉 Reality: More than 80% of successful mid-market transactions are structured as share deals.
2. The typical process of selling a GmbH
A professionally run sale process takes 6–9 months. Anything significantly faster usually involves risk.
Phase 1: Preparation (6–12 weeks)
Normalising financials (Adjusted EBITDA)
Clarifying shareholder structure
Defining exit objectives (price, role, timing)
Preparing an information memorandum
Common mistake: Entering buyer discussions without preparation almost always leads to value erosion later.
Phase 2: Buyer outreach (8–12 weeks)
Building a structured buyer universe
Anonymous initial approach
Management meetings
Indicative offers
Key point: One conversation does not create a market.
Phase 3: Due diligence & contracting (8–12 weeks)
Financial, legal and tax due diligence
Negotiation of purchase price structure (cash, earn-out, rollover)
SPA negotiation
Signing & closing
3. Taxes when selling a GmbH – what remains net?
The tax burden primarily depends on:
who is selling (private individual or holding company)
how the company is sold (share deal vs asset deal)
Sale by a private individual (most common case)
In a share deal, the partial income method (Teileinkünfteverfahren) usually applies:
60% of the capital gain is taxable
taxed at the personal income tax rate
effective tax burden often around 25–30%
Example:
Sale price: €5.0m
Acquisition cost: €0.5m
Tax burden: approx. €1.2–1.4m
Net proceeds: ~€3.6–3.8m
Sale via a holding company
Corporate tax on capital gains: approx. 1.5%
Nearly tax-free reinvestment possible
Often the optimal structure for serial entrepreneurs or investors
👉 Important: Setting up a holding structure shortly before a sale is usually too late and can be tax-inefficient or risky.
4. The most common mistakes when selling a GmbH
Mistake 1: “My tax advisor will handle this”
Tax advisors optimise ongoing taxation — not transaction structures.
Mistake 2: Fixating on a price too early
A “target price” without market feedback often blocks the process.
Mistake 3: Speaking to only one buyer
Without competition, there is no price tension and no structural optimisation.
Mistake 4: Unclear post-transaction role
Earn-outs and minority rollovers without clear governance often lead to conflicts.
Mistake 5: Starting too late
Exit readiness begins 12–24 months before the sale, not when the first buyer calls.
5. When is the right time to sell a GmbH?
The right moment is rarely emotional — it is structural.
Positive indicators:
Stable or improving EBITDA margins
Second management level in place
No excessive customer concentration
Clean contracts and processes
Warning sign: “I’ll hold on for another two or three years and then see.” → often value-destructive.
Conclusion
Selling a GmbH is not a legal event — it is an economic process. The difference between a mediocre exit and an excellent one is rarely the market. It is almost always preparation, structuring and process discipline.
Owners who gain clarity early about process, taxes and options make better decisions — and ultimately sell not only at a higher price, but with far less friction.
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