GmbH / entrepreneurial company (limited liability)
If you wish to sell shares in a GmbH or limited liability company (haftungsbeschränkt), a notarized contract is always required. In particular, this must regulate
- How many shares you transfer
- How high the purchase price should be or whether the shares should be given away
- In the case of a gift: if applicable, the reservation of usufruct and/or a right of reclaim
- The economic transfer, in particular the transfer of the right to draw profits
- The date of payment of the purchase price
- If necessary, a condition precedent according to which the shares are only transferred in rem when the seller has received the purchase price (this is safer for the seller)
If a shareholder dies, the management must submit a new list of shareholders to the commercial register. We will also be happy to advise you on this.
GbR, oHG, KG
If you wish to sell shares in a civil law partnership (GbR), general partnership (oHG) or limited partnership (KG), a notarized contract is not required. However, if you would like a notarization or even just a draft of a written contract, we will of course be happy to assist you. In the case of an oHG or KG, the change of shareholders (due to contract or succession) must always be registered in the commercial register by means of a notarized application. We are also at your disposal for the drafting of the register application and the notarization.
Purchase of an entire company or significant parts of it
The purchase of an entire company is possible in two ways in particular:
- You can acquire all shares in the parent company (so-called share deal)
- You can acquire all assets and assets of the company in a single contract (so-called asset deal)
The acquisition of shares (share deal) is often simpler, as in the case of a direct acquisition of assets (asset deal) these must be designated with sufficient precision (usually individually). Tax considerations also play a role in the choice of transfer form; you should consult your tax advisor on this.
If you buy or sell an entire company or - in the case of a share deal - a significant shareholding (especially over 50 percent), further regulations may be useful. This applies in particular to the following areas:
- Guarantees and disclaimers
- Takeover of employees
- Assumption of contracts
- More detailed accrual of liabilities, taxes and social security contributions
- Purchase price adjustment in the event of subsequent changes, for example due to an external tax audit
- Non-compete clause
- Communicating the company takeover to employees and the public
- If applicable, further activities of the departing company owner for the company (as managing director, consultant, etc.)
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