PurchasingaCompanyinGermany—UnternehmenskaufGuide

Do I need a notary to buy a German GmbH?

Yes — GmbH share transfers are legally void without notarisation under §15(3) GmbHG. The Abtretungsvertrag (share transfer agreement) must be signed before a German Notar. The updated Gesellschafterliste must be filed with the Handelsregister within 3 months. If the formation deed itself is not being changed, only a transfer deed (not full formation articles) before the notary is needed — simpler and less expensive.

What is the typical timeline for a German company acquisition?

Simple share deal: 6–10 weeks total. Complex deal with full due diligence: 3–6 months. Typical phases: NDA and exclusivity (1 week), preliminary discussions (2 weeks), due diligence (4–8 weeks), SPA drafting and negotiation (2–4 weeks), notary appointment and closing (1 week), post-closing price adjustments (1–3 months). Our team project-manages the full acquisition timeline.

What warranties are standard in a German Share Purchase Agreement?

Standard SPA warranties in German M&A: (1) Shareholder title to shares (free and clear), (2) accuracy of financial statements, (3) no undisclosed liabilities, (4) tax compliance and no material open assessments, (5) no material pending litigation, (6) IP ownership is clean, (7) no known environmental liabilities, (8) employment contracts as disclosed, (9) material contracts are valid and in force, (10) no change of control provisions that would trigger termination rights.

How is a German business valued for acquisition?

Common valuation methods: (1) DCF (discounted cash flow) — industry standard for ongoing businesses with predictable cash flows. (2) EBIT multiple — common for SME deals: professional services 4–8×, manufacturing 5–10×, SaaS 8–15× ARR. (3) Net asset value — for asset-heavy businesses or in financial distress. (4) Comparable transactions — for businesses in well-traded sectors. German Mittelstand businesses often change hands at 4–7× EBIT with vendor financing component.

Can a foreigner buy a German company without restrictions?

Generally yes — Germany has no broad restrictions on foreign company acquisitions. However, AWV §55 et seq. requires notification (and possibly approval) for non-EU acquisitions exceeding 25% stake in German companies in sensitive sectors: defence, critical infrastructure, healthcare, media, and energy. The Federal Ministry for Economic Affairs (BMWi) conducts the review. Most commercial acquisitions by non-EU buyers proceed without issues — the review is completed within 2 months unless extended.

What is the difference between share deal and asset deal taxation in Germany?

In a share deal, the seller (private individual) pays capital gains tax: 25% Abgeltungsteuer if holding is less than 1% of shares, or 60% of proceeds at personal rate (Teileinkünfteverfahren) if more than 1% is held. For corporate sellers: 95% of capital gains are exempt under Section 8b KStG. In an asset deal, the seller pays tax on the full gain at the regular corporate or personal rate — typically higher for the seller, which is why sellers prefer share deals. Buyers prefer asset deals for the step-up in depreciation base (Aufstockung).

What is the role of a Wirtschaftsprüfer (auditor) in a German acquisition?

A Wirtschaftsprüfer (WP, certified public accountant) conducts the financial due diligence (Prüfung) and may issue audit opinions on the target's financial statements. For acquisitions of medium and large GmbHs (above the statutory audit thresholds: EUR 4.84M balance sheet, EUR 9.68M turnover, 50 employees — 2 of 3), the annual accounts must be audited by a WP. For SPA negotiations, the WP provides quality of earnings analysis and identifies EBITDA adjustments. We work with leading M&A-focused WP firms on German acquisitions.

What is an Abtretungsvertrag and what must it contain for a GmbH share transfer?

An Abtretungsvertrag (share transfer agreement) is the notarised document by which GmbH shares (Geschäftsanteile) are transferred under Section 15(3) GmbHG. Required content: identification of the transferring and receiving parties, precise description of the shares being transferred (size, nominal value, any encumbrances), the agreed purchase price and payment terms, representations from the seller that shares are freely transferable and unencumbered, and any post-closing obligations. After signing, the updated Gesellschafterliste must be filed with the Handelsregister within 3 months.

How does a works council (Betriebsrat) affect a German company acquisition?

If the target company has a Betriebsrat (works council), it must be informed and consulted about the acquisition under BetrVG (Betriebsverfassungsgesetz) Section 111 (major operational changes) — particularly if the acquisition involves restructuring, job cuts, or site changes. The Betriebsrat has co-determination rights (Mitbestimmungsrechte) in social matters arising from the acquisition. Non-compliance can result in the Betriebsrat blocking implementation or seeking an injunction. Early and transparent communication with the Betriebsrat is strongly recommended.

What tax due diligence is essential for a German company acquisition?

Tax DD must cover: (1) all filed Körperschaftsteuer, Gewerbesteuer, Umsatzsteuer, and Lohnsteuer returns for the last 5 years (10 years for potential Steuerhinterziehung cases). (2) Any open Betriebsprüfungen (tax audits) or pending assessments. (3) Transfer pricing documentation for cross-border transactions. (4) Verlustvortrag (loss carryforward) — losses up to EUR 1M transfer in a share deal, but the Mindestbesteuerungsregel limits annual use to EUR 1M + 60% of remaining profit. (5) VAT position including any open refund claims. We conduct complete tax DD as part of our acquisition mandate.