Procedure for the Transfer of a Company to a Foreigner in Germany

Transfer of a Company to a Foreigner in Germany: Why is it a Strategic Decision?

Transferring a company established in Germany to a foreign natural or legal person is not just a “share sale.”
This step is a multi-layered process involving investment security, tax burden, foreign investment screening (FDI screening), ultimate beneficial owner (UBO) notification, and often residency/work permit aspects.

A well-structured transfer protects both the seller and the foreign buyer from tax and legal risks; a poorly structured arrangement can still be subject to FDI scrutiny years later, potentially resulting in hundreds of thousands of euros in taxes and penalties.

Is it Possible to Transfer a Company to a Foreigner in Germany?

Germany is, in principle, open to foreign investors. In company types such as GmbH (equivalent to a limited company) and AG (public limited company), foreign natural or legal persons can own up to 100% of shares. The general rule is as follows:

• Foreign and domestic investors are treated equally in the establishment of a company and partnership structure.
• There is no residency requirement for partners or managers in Germany.
• Restrictions mainly arise from national security and critical infrastructure within the framework of foreign direct investment (FDI) screening.

Therefore, there is no general prohibition on a foreigner acquiring a company in a normal trade or service company. However, the transfer process intertwines with Germany’s AWG/AWV investment review regime, transparency (Transparenzregister), and tax legislation.

Share Transfer or Asset Transfer?

In practice, the transfer of a company to a foreigner in Germany is generally done through a share transfer (share deal).
This means the buyer purchases the shares or voting rights of the company instead of acquiring all the company’s assets and liabilities individually.

• Share deal: This is the most common model, especially preferred in the transfer of GmbH and AG. Existing contracts, employees, and licenses remain within the company.
• Asset deal: This involves the individual transfer of company assets; it may be preferred in some cases depending on business and tax planning, but the procedure is more complex.

This article focuses specifically on the transfer of GmbH/AG shares to foreigners.

Step by Step: Procedure for the Transfer of a Company to a Foreigner in Germany

1. Preliminary Preparation: Legal, Financial, and Tax Due Diligence

The first step in a professional transfer is a detailed due diligence study on both the buyer and seller sides:

• Financial statements, debts, collateral, loan agreements
• Commercial contracts, lease agreements, licenses, and intellectual property rights
• Number of employees, employment contracts, collective agreements, if any, employee representation / works council (Betriebsrat)
• Tax history, potential tax audits, VAT/corporate tax risk
• Whether the company is subject to FDI scrutiny based on its business area

It is known that in M&A transactions in Germany, underestimated tax risks can reach significant amounts later.
Therefore, tax due diligence should not be neglected.

2. Negotiation of the Share Transfer Agreement (Share Purchase Agreement – SPA)

The second step is the preparation and negotiation of the Share Transfer Agreement (SPA) draft, which regulates the terms of the transfer. This agreement typically includes:

• Sale price and payment terms
• Warranties and representations
• If any, conditions precedent – FDI approval, closing of financing, etc.
• Provisions such as non-competition, confidentiality, management transfer

Depending on the nature of the transaction, the SPA can be prepared in German or German-English bilingual.
The important thing is that it is legally binding and compliant with relevant laws such as GmbHG / AktG.

3. Notary Procedures: Mandatory for GmbH, Frequently Used for AG

The transfer of GmbH shares is not valid unless it is done in the presence of a notary according to the German Limited Liability Companies Act (GmbHG).
Therefore, to transfer a company to a foreigner in Germany:

• The share transfer agreement must be signed in the presence of a German notary (Notar).
• The foreign buyer can also carry out the process without going to Germany; in this case, representation is possible with a power of attorney issued by the notary.
• For documents outside the EU/EEA, Apostille or consular certification is generally required.

The notary is not only a witness to the signature; they also conduct a legal compliance review, verify identities, and record necessary declarations. This stage can usually be planned within 1–2 weeks.

4. Foreign Direct Investment (FDI) Review: When is it Mandatory?

Germany has a mechanism for reviewing foreign investments for reasons of national security and public order.
This review comes into play particularly in cases where:

• Non-EU/EEA investors acquire voting rights/shares above certain thresholds in German companies
• Activities in sectors such as weapons, defense, energy, critical infrastructure, critical IT, health, telecom, sensitive data

In summary:

• Non-EU/EEA investor: If they acquire at least 25% voting rights in any sector, FDI review may be triggered.
• If there is activity in one of the 27 critical sectors, even acquisitions of 10-20% shares may be subject to mandatory review.
• For all foreign (including EU) investors, acquisitions of 10% or more in certain 4 highly sensitive sectors are subject to stricter scrutiny.

The review is conducted by the Federal Ministry of Economics and Climate Action (BMWK). The application must be made before the transaction closes.
The approval process generally takes 2–4 months, but it may extend in complex cases.
In some cases, the Ministry reserves the right to conduct a retrospective review (call-in right) for up to 5 years after the transaction is signed.

Especially in cases of complex partnership structures, chain participations, and fund structures, it is necessary to model the FDI effects before the transfer.
At this point, it is crucial to work with both German law firms and experienced international tax and investment advisors.

5. Updating the Commercial Register (Handelsregister) and Company Records

After the share transfer takes place at the notary, changes are made in the company records:

• The notary informs the local commercial register court (Amtsgericht – Handelsregister) of the share transfer and any changes to the partnership agreement.
• The new partnership structure, changes in management, and revisions in the capital structure are registered.
• This process can take an average of 1–4 weeks.

With registration, the new partnership structure becomes official with third parties (banks, customers, suppliers, public institutions).

6. Ultimate Beneficial Owner (UBO) Notification and Transparenzregister

Germany strictly monitors UBO (Ultimate Beneficial Owner) transparency within the framework of combating money laundering.
In this context:

• Real persons holding directly or indirectly more than 25% of shares or voting rights in a German company are considered “UBO”.
• If the UBO cannot be identified, the management bodies are reported as “fictitious UBO”.
• UBO information must generally be reported to the Transparenzregister (transparency register) within 1 week of the change.
• Especially in companies owning real estate in Germany, indirect ownership (e.g., 90% or more shares) can trigger UBO obligations.

UBO notification is independent of the FDI review but they are complementary transparency tools.
Incomplete or incorrect UBO notifications can lead to administrative fines of up to 1.3 million euros.

7. Tax and Other Notifications

The tax implications of the company transfer require planning from both the seller and the buyer perspectives:

• The income from the sale of company shares is considered capital gain for the seller and may be taxable in Germany (or in the country of residence).
• For the buyer, future corporate tax, trade tax (Gewerbesteuer), VAT obligations continue through the acquired structure.
• If the acquired company has a significant amount of real estate and certain percentages of share transfer occur, real estate transfer tax (RETT) may be triggered.
• EU tax directives and double taxation agreements are particularly important for foreign buyers.

Additionally, after the transfer:

• Notification of partnership changes to the tax office (Finanzamt),
• Applications for a new VAT number or tax number, if any,
• Updating electronic declaration (ELSTER) processes according to the new management structure

is required.

8. Special Considerations by Company Type (GmbH, AG, Real Estate Companies)

GmbH (Gesellschaft mit beschränkter Haftung):

• This is the most common type of company.
• The minimum capital is €25,000; it can be 100% foreign-owned.
• For share transfer, notary requirement and registration in the commercial register are essential.

AG (Aktiengesellschaft – Public Limited Company):

• It can be public or private; it has a dual management structure (Management Board + Supervisory Board).
• Independent auditing is mandatory for large companies, and corporate governance obligations are more comprehensive.
• Share transfers are generally shaped according to stock exchanges or shareholder agreements.

Real estate-heavy companies (PropCo, REIT, etc.):

• They are subject to stricter rules regarding both FDI review and real estate transfer tax.
• In structures holding real estate indirectly in Germany, changes of more than 90% of shares can lead to special regimes and additional notifications.
• In REIT-like structures, there may be limits such as 10% caps for a single shareholder and stock exchange listing requirements.

9. Timing and Risks: Planning for 3–6 Months is Necessary

The transfer of a company to a foreign investor in Germany can typically be completed in an average of 3–6 months.
The main factors affecting timing include:

• The length of the legal and financial due diligence process
• The scope of the negotiated SPA (warranties, conditions, price adjustments)
• Whether FDI review is mandatory and the Ministry’s review times
• The workload of the notary and commercial register court
• UBO notification and updates of other official records

The main risks include:

• Delays in FDI approval or prohibition of the transaction for national security reasons
• Unexpected tax burdens due to misinterpretation of real estate or sector regulations
• High administrative fines due to incomplete/incorrect UBO notifications
• Ignoring employee representation (Betriebsrat) and labor law rules

Residency and Management Aspects for Foreign Partners

Transferring a company to a foreigner in Germany does not, in itself, grant the foreign partner a residency or work permit.
That is, a foreigner can acquire shares in a company; however, if they want to manage the company from Germany and regularly stay in Germany, immigration law also comes into play.

• Generally, work/self-employment focused residency permits are required for non-EU/EEA individuals who will take an active role in the management of the company.
• The transfer of the company can be a positive indication in the investor visa or entrepreneur visa application; however, the application has a separate legal basis.

Therefore, it is important to plan the transfer of a company in Germany not only as an “M&A transaction” but also in conjunction with mobility and immigration strategy.

Cost Aspects: What Expenses Arise During the Transfer Process?

Total costs can vary significantly depending on the size of the company, its sector, legal structures, and bargaining power.
Generally, the following items come into play:

• Law firm fees: SPA draft, negotiation, due diligence, FDI applications
• Financial/tax consultancy: Valuation, tax modeling, tax due diligence
• Notary fees: Proportional fees varying according to share value and transaction volume
• Commercial register and official fees
• Translation and apostille costs (for foreign buyers)
• Immigration consultancy if there are residency/work permit processes

Especially in the case of a GmbH transfer at the SME scale, external costs related to legal and notary services can range from several thousand euros to tens of thousands of euros depending on the complexity of the file.

Corpenza Perspective: Not Just Transfer, Optimize the Entire Structure

When transferring a company to a foreigner in Germany, it is often misleading to view the transaction as “just a share sale.”
The right question is:
How should we integrate this transfer with the investor’s global tax strategy, residency plan, and future growth objectives?

As Corpenza, across Germany and Europe:

• Company transfer and incorporation
• Residency permits, golden visas, and citizenship by investment
• International accounting and tax optimization
• Payroll, EOR, and posted worker (sending and payroll of personnel abroad)
• UBO and FDI compliance in multinational group structures

we provide integrated solutions in these areas.

For existing owners wishing to transfer a company to a foreigner:

• Positioning the company in the most attractive and tax-efficient way for the foreign investor
• Structuring the German tax legislation in a compatible manner with the tax regime in the buyer’s country
• Simulating FDI and UBO risks before the transaction and reflecting them correctly in the SPA

we provide consultancy focused on these aspects.

On the foreign investor side:

• Mapping the risk landscape of the target company in Germany from legal, tax, and business model perspectives
• Structuring residency/work permit, management appointments, payroll processes after the transfer
• Combining companies and assets located in multiple countries within the group structure under the most suitable holding and functional structure

we focus on these aspects.

Conclusion: The Transfer of a Company to a Foreigner in Germany Should Be Treated as a Strategic Project

Transferring a company to a foreigner in Germany is legally possible and has an investor-friendly framework.
However, when FDI review, UBO notification, notary and commercial register procedures, tax modeling, and immigration law come together, this process becomes complex enough that it cannot proceed on its own.

A well-structured transfer:

• Provides the seller with maximum valuation and predictable tax burden.
• Offers the foreign buyer a transparent, secure, and sustainable entry.
• Creates a solid foundation for future investment rounds, restructurings, and exit scenarios.

Therefore, when planning a company transfer in Germany, it is advantageous to act with professional support, considering not only the current sale transaction but also your international growth and mobility plans for the next 5–10 years.

Disclaimer

This text is prepared for general informational purposes and does not constitute legal, tax, or financial advice in any way.
Legislation in Germany, especially in the areas of foreign investment, taxation, and transparency, can change frequently.
For each specific transaction, you should check current official sources and authorized institutions and seek professional advice from licensed lawyers and financial advisors in Germany and your own country.
No responsibility is accepted for the consequences of decisions made based on the information here.