Sell and Transfer GmbH Shares Online
When shares in a GmbH are to be transferred
Do you want to sell, buy or transfer shares in a GmbH? The transfer of GmbH shares must be notarised.
Under certain conditions, the entire transaction can be handled online by the notary: from preparing the draft agreement and the video notarisation to updating the list of shareholders.
Transferring GmbH shares online: what does that mean in practice?
When GmbH shares are sold or transferred, this legally usually involves a share purchase and assignment agreement. This agreement must be notarised. If the transaction takes place online, the notarisation does not take place on site but via the video communication system of the Federal Chamber of Notaries.
The parties submit the required details and documents digitally, receive the draft agreement for review in advance and then take part in the online notarisation appointment. After notarisation, the list of shareholders is updated and submitted electronically to the commercial register.
What can be handled online in a GmbH sale?
The following steps can be handled online, provided the requirements are met:
- submit the GmbH details
- clarify the buyer’s and seller’s details
- review the articles of association and list of shareholders
- determine the shares to be transferred
- record the purchase price and payment terms
- check consent requirements under the articles
- prepare the share purchase and assignment agreement
- carry out the online notarisation by video conference
- update the list of shareholders after notarisation
- prepare or arrange the electronic submission to the commercial register
Process: preparing a GmbH share transfer online
You let us know which shares are to be transferred and who is involved as buyer and seller. For the initial assessment, the company name, registered office and commercial register number of the GmbH are needed in particular.
The required documents can be submitted online. These include in particular the articles of association, the list of shareholders, details of the buyer and seller, the exact designation of the shares, and the purchase price and payment terms.
Based on the details provided, the draft share purchase and assignment agreement is prepared. Open points can be clarified before the appointment.
Provided the legal and technical requirements are met, the notarisation can take place online by video conference. The parties take part digitally and sign with a qualified electronic signature.
After notarisation, the list of shareholders is updated and submitted electronically to the commercial register.
Which documents are required?
For the online transfer of GmbH shares, the details and documents needed to prepare the agreement, carry out the online notarisation and then update the list of shareholders are required.
- company name, registered office and commercial register number of the GmbH
- current articles of association
- current list of shareholders
- details of the buyer and seller
- exact designation of the shares to be transferred
- purchase price and payment terms
- intended date of the economic transfer
- possible consent requirements under the articles
- details for identifying the parties in the online procedure
Important: online sale only if the requirements are met
Whether the transfer of GmbH shares can be carried out entirely online depends on the specific transaction. The decisive factors include the parties, the technical requirements, the required identification and whether additional declarations or consent requirements exist.
Notary Franke checks in advance whether the transaction can be notarised online or whether an in-person appointment is required.
When is the online transfer of GmbH shares sensible?
The online transfer of GmbH shares can be particularly useful if buyer and seller are not in the same place, several persons are involved or documents need to be coordinated in advance.
The transaction remains notarially supported but can be carried out entirely digitally: from reviewing the documents and the online notarisation to updating and electronically submitting the list of shareholders.
The transfer of shares is often combined with other changes, for example a change of managing director, a capital increase or a commercial register filing. These points can be examined in advance and, where legally possible, prepared in the same context.
What does the transfer of GmbH shares cost?
The notary’s fees for the transfer of GmbH shares are fixed by law in the Court and Notary Costs Act (GNotKG) and are the same for all notaries. A price comparison between notaries is therefore not possible.
The amount depends on the transaction value, which is usually the purchase price or the value of the shares transferred. The same statutory fees apply to online notarisation as to an appointment on site.
Based on the GmbH and the planned purchase price, Notary Franke can estimate the expected costs in advance, so you know what to expect before the appointment.
Have your GmbH shares transferred online
If you want to sell, buy or transfer shares in a GmbH, Notary Franke can prepare the transaction digitally and, provided the requirements are met, notarise it online. After notarisation, the list of shareholders is updated and submitted electronically.
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“The entire process at the notary was structured, clear and quick.”
Your notary for the transfer of GmbH shares
Notary Franke supports the transfer of GmbH shares, from the digital preparation of the draft agreement to the notarisation and the update of the list of shareholders.
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Frequently asked questions about transferring GmbH shares
Yes, under certain conditions the transfer of GmbH shares can be handled online by the notary. This includes the digital preparation of the draft agreement, the online notarisation by video conference and the subsequent update of the list of shareholders. Whether the specific transaction can be done online is examined in each individual case.
Under Section 15 GmbHG, the transfer of GmbH shares requires notarisation. This applies both to the purchase agreement and to the assignment of the shares.
As a rule, the current articles of association, the list of shareholders, details of the buyer and seller, the exact designation of the shares, and the purchase price and payment terms are required.
That depends on the articles of association. Many articles contain so-called restriction clauses (Vinkulierung), which require the consent of the shareholders’ meeting or of individual shareholders for the transfer. This is checked during preparation.
After notarisation, the list of shareholders is updated and submitted to the commercial register. This reflects the new shareholding structure in the commercial register.
Yes, the share transfer is often combined with a change of managing director, a company name change or further amendments of the articles. These can be prepared as a single, connected transaction.