You would like to sell your GmbH or shares in a GmbH? - Here's how

Selling a GmbH involves economic and legal considerations. Use the following checklist to make sure whether you have taken all the necessary precautions to ensure a successful sale of your GmbH:

• Consideration of strategic and financial investors
• Preparation of a company exposé, NDA (non-disclosure agreement) and LoI (letter of intent)
• Risk assessment through due diligence
• Preparation of a company sale agreement
• Decision on share deal and asset deal
• Consideration of taxes in the sale of a GmbH
• Clarification of disagreements in the sale of a company

You need to prepare for the sale of the GmbH. This includes creating a company exposé. It contains important and detailed information about the company. You should also conclude a non-disclosure agreement between all parties involved. The terms of the potential sale are set out in a letter of intent (LoI). This is merely a statement of intent and is not binding for the parties.

If you want to sell your GmbH, your potential buyer will have an interest in examining your company. This kind of risk assessment is usually done by creating a data room, or due diligence. Among other things, the structure of the company is mapped and the capital ratios are presented.

When a GmbH is sold, the terms of the sale are set out and organised in a company purchase agreement. This sets out all the details of the rights and obligations of the buyer and seller. For example, it deals with pricing, payment terms and other important information.

The capital gain is taxed for the seller. If you decide to sell through a share deal, the profit flows into the private assets of the seller and is taxed at the flat-rate withholding tax of 25%. In the case of an asset deal, the GmbH is deemed to be the seller and corporation tax and trade tax are not payable on the profit from the purchase price.

1. Make your GmbH fit for sale!
Before you start looking for a buyer, you should make sure that your GmbH is presented in the best possible light. Have you thought about how to increase the value of your business? Perhaps it's time to share excess profits or reduce dependence on a few customers or suppliers. Your goal is to immediately excite potential buyers!

2. Who are your potential buyers?
Know what your buyers want! Whether they are strategic investors looking for synergies or financial investors looking to make a quick buck, their objectives will be different.

3. Prepare everything carefully!
Selling a business is not a quick fix. Thorough preparation is essential. Have you prepared a confidential presentation of your business? Remember to attract potential buyers with a short, anonymous profile before providing more in-depth insights.

4. Company due diligence - be transparent!
Due diligence: Your business is being scrutinised by potential buyers. Do you have all the relevant documents and information ready? Setting up a data room can help you present everything properly. 

5. The sale and purchase agreement - get advice!
The sale and purchase agreement is the heart of the sale. It sets out all the details: Purchase price, payment terms and guarantees. 

6. Share deal or asset deal?
Which sales mechanism suits your GmbH? A share deal involves the sale of shares, whereas an asset deal involves the transfer of specific assets.

7. Taxes on the sale - what you need to know!
The sale proceeds have to be taxed. There is a lot to think about, especially when it comes to taxing the profit from the sale. Tax advice can be very valuable!

8. Avoid disputes after the sale!
Disputes can arise after the sale - especially if things have not been handled professionally. Have you thought about how to avoid such conflicts? It is advisable to have an expert on your side throughout the sale process to avoid problems.

The sale of a GmbH requires careful planning and consideration of many legal and commercial aspects. With a sound strategy, transparent communication and professional support, you can organise the sales process efficiently and ensure a smooth transition.