Selling a company in Rhein-Main: what a buyer reads first

Published: 26 August 2026 · 22 min readSuccessionValuationRhein-Main

Selling a company in Rhein-Main: what a buyer reads first

KfW counts roughly 109,000 Mittelstand owners a year through the end of 2029 who want to hand their company over, and roughly 114,000 a year who would rather close it. The average price they aim for is €499,000, the median €375,000 (KfW Research, January 2026). That is exactly the size we buy in Rhein-Main: purchase price €300,000 to €1M, annual profit €100,000 to €400,000 EBITDA, held permanently. Before we talk about price we read four things in a fixed order, and that order is the checklist for any owner in Frankfurt, Rhein-Main, or Hessen who wants to sell.

Nothing here is legal or tax advice. Your Steuerberater and Anwalt decide before anything binds.

The decision

We read a company in this order: first, the profit after a market-rate managing-director salary. Second, whether revenue is bound to the company by contract or to the owner by friendship. Third, whether the company is allowed to keep trading at all once the owner leaves. Fourth, whether one customer carries more than 30% of revenue. Price comes fifth, and it falls out of the first four. A seller who can evidence those four points with numbers before the first meeting shortens the process by months and loses less money in the negotiation than any price discussion would cost. This order changes if more than half of the first ten companies we screen in 2026 and 2027 fail on the licence question before the earnings question was even asked. Then point three moves to the front.

First: what is left after a manager's salary

The annual accounts of an owner-run company rarely show the profit a buyer gets. The owner often pays himself too little, sometimes too much, a spouse is on the payroll, the company car is private, and the workshop belongs to the owner personally and is let to the company at a friendly rent. A buyer therefore builds a bridge from the reported result to the normalised result, line by line, every line backed by a document.

EBITDA is the profit of one year before interest, tax, depreciation, and amortisation, meaning before bank costs, the tax office, and the wear on the machines are deducted. Normalised EBITDA is the same figure after a market-rate salary for an employed managing director has been charged and everything private or one-off has been taken out. That is the number a buyer applies the multiple to, and the same number his bank uses to test debt-service capacity, meaning whether the profit carries the loan repayments.

Line Amount Explanation
Reported EBITDA per the annual accounts €260,000 Revenue €1.8M, the owner runs the company himself
Owner's salary as actually paid +€40,000 Added back, because a replacement costs something different
Market-rate managing-director salary including employer contributions −€95,000 An employed Betriebsleiter or managing director who runs the company without the owner
Spouse on the payroll, €30,000 for bookkeeping worth €15,000 +€15,000 Family wages at market rates
Private costs booked as expenses (car, travel) +€12,000 Taken out
One-off income (insurance payout) −€18,000 Does not recur
Rent paid to the owner, €24,000 against a market rent of €42,000 −€18,000 Rent at market rates, because the building is not part of the sale
Normalised EBITDA €196,000 The number that sets the price

As of August 2026, Hamnett Enterprises example with invented but typical figures.

The difference is money. At 4.0x EBITDA the company is worth €1.04M on the reported figure and €784,000 on the normalised one. The €256,000 in between is what an unprepared seller loses in the second meeting when the buyer builds the bridge himself. A prepared seller brings the bridge along, agreed with the Steuerberater (the tax adviser), and negotiates upwards from €784,000 instead of downwards from €1.04M.

What we read for it: three years of annual accounts (Jahresabschlüsse), the current BWA (the monthly management accounts from the bookkeeping system) and the account-level trial balance, the owner's salary account, the leases, and the list of one-off items. What we do not accept: a normalised number without documents behind it.

Second: does the revenue belong to the company or to the owner

The second look asks whether the profit is still there the day after the notary appointment. If the company makes money because the owner personally sells, repairs, and has known the customers for 25 years, the profit walks out of the door with him. If the company makes money because it holds a book of contracts and the workshop or the office runs without him, the profit stays.

Contract-bound revenue takes fixed forms in Germany:

Contract form What it is Where it occurs
Rahmenvertrag A multi-year framework supply or service contract with one customer, from which individual orders are called off Commercial cleaning, facility management, suppliers
Wartungsvertrag A recurring maintenance contract that renews, often with a price-indexation clause Plumbing and heating (SHK), lifts, fire protection, refrigeration, electrical
Versorgungsvertrag A care provider's supply contract with the statutory health and care funds, without which it cannot bill Outpatient home care
Verwaltervertrag A property-management mandate, paid per managed unit, that renews Condominium (WEG) and rental management

As of August 2026, Hamnett Enterprises research.

The test is simple and is read rather than felt: we put the ten largest customers next to the contracts. Whatever has a written contract with a term counts in full. Whatever rests on a handshake with the owner counts near zero in the price, because we cannot buy the handshake. A plumbing firm with 40% maintenance revenue and a painting firm with 100% one-off jobs can show the same profit and still be worth different amounts.

The contract form also decides the deal structure. In a share deal the buyer purchases the shares of the GmbH, the company stays the same legal person, and every contract stays where it is. In an asset deal he buys individual assets into a new company, and every maintenance contract has to be transferred one by one, usually with the customer's consent. For a company whose value sits in its contract book, the share deal is therefore the rule. The tax side (in an asset deal the buyer can depreciate the purchase price) is decided by the Steuerberater.

Third: licences and the Meister question

The third point decides everything in many trade businesses, and it is read in the commercial register and the Handwerksrolle, not in conversation.

The Handwerksrolle is the register kept by the Handwerkskammer (the chamber of skilled crafts) in which every business in a licensed trade must be entered. Under §7(1) of the Handwerksordnung (HwO, the German crafts code) a GmbH is entered "wenn der Betriebsleiter die Voraussetzungen für die Eintragung in die Handwerksrolle mit dem zu betreibenden Handwerk oder einem mit diesem verwandten Handwerk erfüllt", in plain words if its operations manager holds the qualification for the trade. The Betriebsleiter is the person who carries the technical lead, normally a Meister, the holder of the master-craftsman certificate. That can be the owner or an employee.

Two paragraphs turn this into a purchase risk. Under §13(1) HwO the entry is deleted "auf Antrag oder von Amts wegen" when the conditions for it no longer exist. In plain words: if the only Meister leaves, the chamber can strike the business from the register. Under §16(3) HwO the authority can then prohibit the continuation of the business, after hearing the Handwerkskammer and the IHK. An electrical, plumbing-and-heating, motor-vehicle, or painting business (Annex A HwO, numbers 25, 24, 20, and 10) without a registered Betriebsleiter may not trade. A commercial cleaning company, by contrast, sits in Annex B section 1 (number 33) and is licence-free, so the question does not arise there.

Our rule: if the selling owner is the only registered Meister, a named successor as Betriebsleiter becomes a condition of closing, either an employed Meister who stays or a hire made before the notary appointment. Better still, two Meister in the business, so that one resignation does not take the register entry with it. The same logic applies outside the trades: the nursing lead (Pflegedienstleitung) in a care service, the guarding licence in private security, the driving-school licence. Whoever holds the licence holds the business, and if that is the seller, it has to be solved before the price. So pull the Handwerksrolle extract before you speak to a buyer, and know whose name is in it.

Fourth: customer concentration

The fourth look goes to the customer list. Our limit: no single customer above about 30% of revenue, the five largest together not above about 60%, unless the contracts from point two bind them. That is a disqualifier rather than a negotiating point.

Why 30% depresses the price is shown by the example above. On €1.8M of revenue, 30% is one customer worth €540,000. If he leaves in the first year after the purchase, at a contribution margin of 35% (our assumption for a trade business) €189,000 of profit disappears. Normalised EBITDA was €196,000. One customer therefore carries almost the entire profit, and a buyer who has borrowed can no longer service the loan. So a company like that carries either a lower price, or part of the price as an earn-out, a deferred payment that only falls due if the customer stays, or the customer signs a Rahmenvertrag before the sale. An owner who brings the largest customer into a contract with a term two years before selling sells at a higher multiple.

Fifth, and only now: the price

The bands for small companies

The price of a small company is normalised EBITDA times a multiple, and the multiple depends on sector, size, and the four points above. The DUB KMU-Multiples, a quarterly survey of more than 25 M&A advisers and banks in the German-speaking market, give these EBITDA bands for companies under €5M of revenue (micro-cap) in the second quarter of 2026:

Sector Our planning band (normalised EBITDA) DUB micro-cap, under €5M revenue DUB small-cap, €5M to €50M revenue
Trades and construction 2.5x to 4.5x 3.8x to 5.0x 4.4x to 5.8x
Real estate and facility management, building services 3.5x to 5.5x 4.1x to 5.0x 5.2x to 6.7x
IT services, system houses 4.0x to 7.0x 5.7x to 6.8x 6.8x to 8.5x
Health and care 4.0x to 6.0x 4.0x to 6.0x 5.5x to 7.2x

As of August 2026. DUB KMU-Multiples Q2/2026, retrieved 25 August 2026. Our planning bands are Hamnett Enterprises figures as of July 2026.

Across all 20 sectors the micro-cap band runs from 2.4x to 6.3x (DUB KMU multiples Q2/2026, the top being software and digital platforms). Our bands sit at the lower edge, deliberately: an owner-dependent business earning €100,000 to €400,000 trades at the bottom of the band, and with bank debt no purchase above roughly 5.6x normalised EBITDA can be financed, because the profit then no longer carries the repayments with the usual 30% safety cushion (Hamnett Enterprises calculation, July 2026). A buyer who offers you 7x is either paying cash or has not done the arithmetic.

For comparison, the seller side: KfW reports that owners planning a handover aim on average for 1.2 times their annual revenue as the price, with a median of 0.6 times. In construction the average target price is €374,000, in other services €456,000 (KfW Research, January 2026). The business with €1.8M of revenue and €196,000 of normalised EBITDA sits at €784,000 at 4.0x, which is 0.44 times revenue. The median seller sits above that at 0.6x, the average seller far above at 1.2x. That gap is why many conversations end in the second meeting.

The re-rating above €5M of revenue

The third and fourth columns of the table show what size is worth. Once a company crosses roughly €5M of revenue it moves from micro-cap to small-cap, and the same sector is valued higher with nothing changed in the business. In facility management the band rises from 4.1x to 5.0x to 5.2x to 6.7x, in care from 4.0x to 6.0x to 5.5x to 7.2x. Measured on the midpoints that is 16% to 31% more, and from the bottom of the micro-cap band to the top of the small-cap band roughly 50% to 80%.

That re-rating goes to the buyer who pools three businesses of €2M revenue each. It explains why a buyer pays micro-cap prices and still does well, and why he needs businesses that pass points two and three and can be pooled at all.

What a seller loan does

A Verkäuferdarlehen (seller loan) is the part of the purchase price that the seller leaves in and gets back with interest over a few years out of the company's profits, as a loan to the buyer. It is standard in German successions. Market sources give 10% to 20% of the price, a term of three to five years, 3% to 6% interest, subordinated and unsecured (COVENDIT, April 2021, Steuerkanzlei Steinhäuser, May 2026). We ask for 20% to 50% over three to seven years, which is more than the market, and we say why.

The arithmetic: on a €350,000 business, every percentage point of seller loan replaces €3,500 of the buyer's own money. A 30% loan is €105,000 the buyer does not have to bring, and a bank treats it as equity-like because the loan ranks behind the bank. For a first-time buyer with around €400,000 of equity, that lever decides whether he can buy one company or three.

For the seller, subordinated means: if the company fails, the bank gets its money first, then the seller. Hence three rules before you agree to a seller loan. Have your Anwalt (lawyer) read the subordination clause (Rangrücktritt). Ask for an interest rate that carries the risk. And lend only to a buyer whose financing you have seen, because the loan is a bet on his ability to run the company.

Transaction costs, and what advisers cost at this size

Kaufnebenkosten are the costs of the purchase that come on top of the price: notary, lawyer, tax adviser, checking the books. We budget 3% to 6% of the purchase price on a share deal (Hamnett Enterprises estimate). The hard costs without a buy-side adviser sit below that, at about 2% to 4%.

Item Who usually pays At a €500,000 price Source
Notary, notarisation of the share transfer, 2.0 fee Buyer €1,870 net at a €500,000 transaction value, plus execution and supervision fees and disbursements. At €1M transaction value, €3,470 GNotKG Table B, fixed by statute, not negotiable
Lawyer, purchase agreement Each side its own €10,000 to €30,000 per side. Frankfurt transaction lawyers publish hourly rates of €350 to €390 plus VAT Venture Advisory Partners, published rate page of a Frankfurt M&A firm
Tax adviser, structuring and review Each side its own €100 to €200 per hour, simple cases a few thousand euros Venture Advisory Partners
Sell-side business broker Seller 5% to 10% under €1M, so €25,000 to €50,000, often plus a €1,000 to €10,000 monthly retainer meinunternehmensverkauf.de, Sattler & Partner, August 2026
M&A boutique with a minimum fee Seller Minimum success fees from about €150,000, which is 30% of the price, so out of reach at this size Venture Advisory Partners

As of August 2026. Notary fees retrieved 25 August 2026. The transaction value for the fee can differ from the purchase price, the notary states the exact amount.

Two consequences for the seller. First, at this size the seller's adviser sits inside the price: a broker at 8% on €500,000 costs €40,000, and a buyer does not add it on top. Second, a sale under €1M with a Steuerberater, an Anwalt, and a notary and without a broker is a realistic configuration when the seller has prepared the four points above himself and finds the buyer through the free desks below.

Who is allowed to broker a company sale in Germany

Nobody needs a licence for it. §34c of the Gewerbeordnung (GewO, the trade regulation code), the rule for estate agents and loan brokers, lists four activities exhaustively in its first paragraph: contracts over land and premises, loan agreements, property development, and the management of residential property. Company shares, businesses, and participations appear nowhere in it. A business broker (Unternehmensmakler) therefore needs only the trade registration under §14 GewO, a notification to the trade office with no test of reliability, means, or competence. No compulsory insurance, no supervisor.

Two limits remain. Whoever brokers the business premises along with the company falls, for that part, under §34c(1) no. 1 GewO and needs the permit. And the Rechtsdienstleistungsgesetz (RDG, the legal services act) permits legal services under §5(1) only as an ancillary service to another professional activity ("Nebenleistung zum Berufs- oder Tätigkeitsbild"). A broker may run the process, value the business, write the information memorandum, and negotiate the commercial terms. The purchase agreement is drafted and negotiated by a Rechtsanwalt, and the transfer of GmbH shares is notarised in every case. A purchase agreement "from the broker" saves the legal bill and is, at this point, the most expensive saving in the whole process.

So ask every intermediary which deals at your size he has closed in the last two years. A "licensed broker" holds an estate-agent permit, which says nothing about company sales.

Two standing rules of ours

First: we never advise on and buy the same company. An owner who receives a valuation offer from us receives no purchase offer, and the reverse. An adviser who is also the buyer carries a conflict of interest that no contract cures, so the separation comes before any other step.

Second: the seller's Steuerberater keeps the mandate for at least twelve months after closing. He knows the books, the tax audits, and the owner, and a handover without him is a risk for both sides. That commitment is unconditional and applies on every purchase. It is never a reward for a referral: §9 of the Steuerberatungsgesetz (StBerG) forbids a tax adviser from accepting any advantage for passing on a mandate, and we offer none.

Rhein-Main: the three desks that cost nothing

Desk What it does Cost Dates and access
IHK Frankfurt am Main, Sprechtag Unternehmensnachfolge A confidential one-to-one with a member of the chamber's succession expert group, on IHK premises, for sellers and for prospective buyers in the IHK district Free Remaining 2026 dates: 16 September, 21 October, 11 November, and 16 December. Sellers submit the "Fragebogen für Übergeber" with three years of accounts in advance, buyers the "Fragebogen für Übernehmer" with qualifications and equity
Handwerkskammer Frankfurt-Rhein-Main, Betriebsbörse Matching of trade businesses for handover and takeover, with a search form for buyers ("Ich SUCHE einen Betrieb zur Übernahme") Free for affiliated businesses and founders Ongoing, through the chamber's business advisory service
nexxt-change Germany's largest business-succession exchange, a joint initiative of the IHKs, the Handwerkskammern, and KfW. Listings appear anonymously under a reference number, and the regional partner is the IHK of the company's seat Free Ongoing, listings released by the regional partner

As of August 2026, pages retrieved 25 August 2026.

We sit at the same desks as a buyer: we file the buyer questionnaire with the IHK, register on the Betriebsbörse, and read nexxt-change for Hessen every week. A seller who comes through one of these three desks has had the first filter prepared by a neutral body, and no commission sits in the price.

What this means for you

For owners who want to sell in the next two to five years

  • Build the bridge to normalised EBITDA with your Steuerberater before a buyer builds it. The difference in the example above is €256,000.
  • Bring the largest customer into a contract with a term, and bring a second Meister into the business if your own name is in the Handwerksrolle.
  • If your company sits in Rhein-Main, earns €100,000 to €400,000 of EBITDA, and runs without you, talk to us as a buyer. We hold permanently, financing is prepared before the first meeting, and the first conversation is confidential.
  • If you want a number first: an indicative valuation costs from €3,900 with us, succession and sale preparation from €9,500, both at a fixed price and never for a company we want to buy.

For the Steuerberater and the bank adviser beside the owner

  • The bridge in point one is your work, and it is the document the buyer and the bank read first.
  • A seller loan of 20% to 30% is close to market and makes the purchase financeable. The subordination clause goes to the Anwalt before it is agreed.
  • On a sale to us your mandate continues for at least twelve months, without condition.

For other buyers

  • The order above is the one we lose processes with when another buyer offers 7x. We keep it anyway, because above roughly 5.6x no bank debt carries.
  • Three micro-cap businesses in the same sector pooled past €5M of revenue bring a 16% to 31% re-rating on the band midpoint, and only if they pass points two and three and can be pooled.

For founders building a holding

  • Run the purchase through the seller loan first. Every percentage point on €350,000 replaces €3,500 of equity, and that negotiation costs nothing.
  • Read in the same order. A business that fails point two or three is the wrong one at any price.

Where we could be wrong

  • The multiple bands are a survey of advisers rather than a statistic of closed deals. If the DUB Q3/2026 band for trades and construction shows a micro-cap minimum above 4.5x, our planning band of 2.5x to 4.5x sits below the market and we lose every process with a second bidder. Then the band moves up, or we buy only where there is no competition.
  • The order is derived from research and our own doctrine, not yet from a completed purchase of our own. If more than half of the first ten businesses we screen in 2026 and 2027 fail on the licence question before the earnings question was asked, the Meister question becomes point one.
  • The seller loan is set at 20% to 50%, above the market. If more than half of the sellers we negotiate with through the end of 2027 refuse any loan above 20%, our band is a wish, and the equity needed per purchase rises by €35,000 to €105,000 per €350,000 of price.
  • The 16% to 31% re-rating above €5M of revenue comes from one quarter's snapshot. If it falls below 10% in the DUB Q4/2026 data, the pooling logic no longer carries the purchase of a third business, and each business has to stand on its own numbers.

FAQ

How much is my company worth?

Normalised EBITDA times a multiple between 3.8x and 6.8x, depending on the sector, for companies under €5M of revenue in our four target sectors (DUB KMU-Multiples Q2/2026). Normalised means after a market-rate managing-director salary, without private and one-off items, with rent at market rates. A business with €196,000 of normalised EBITDA sits at €784,000 at 4.0x. KfW's revenue rule of thumb (average 1.2x, median 0.6x annual revenue) describes what sellers hope for. What a buyer pays comes from the profit.

What is a seller loan (Verkäuferdarlehen)?

Part of the purchase price that the seller leaves in and gets back with interest over a few years, as a loan to the buyer. The market norm is 10% to 20% of the price over three to five years, ranking behind the bank, and we ask for 20% to 50% over three to seven years. Every percentage point on a €350,000 price replaces €3,500 of the buyer's equity. Subordinated means the bank is paid first in an insolvency, which is why a lawyer reads the subordination clause before you agree.

Does a business broker need a licence in Germany?

No. §34c GewO covers property, loans, property development, and residential management, and no companies or company shares. A business broker needs only the trade registration under §14 GewO, with no test of competence or reliability. If the business premises are sold along with the company, that part needs the permit. Under the legal services act only a Rechtsanwalt may draft the purchase agreement, and a notary transfers the GmbH shares.

What happens to the employees when a company is sold?

They stay, with all their rights. In a share deal only the shareholder changes, and the employer remains the same GmbH. In an asset deal §613a of the Bürgerliches Gesetzbuch (BGB, the civil code) applies, the transfer of undertaking: the acquirer "tritt in die Rechte und Pflichten aus den im Zeitpunkt des Übergangs bestehenden Arbeitsverhältnissen ein", meaning he steps into every existing employment contract, a dismissal because of the transfer is void, the employees must be informed in text form, and they may object within one month. For us the workforce is the reason for the purchase, and the Betriebsleiter, the foremen, and the office lead are what we are paying for.

Do I have to stay on after the sale?

For a handover of three to twelve months, with decreasing presence and availability set out in the purchase agreement, and after that no. In the first weeks you introduce the successor to the ten largest customers and to the team, after that you are reachable for questions. A seller who is still in the business every day a year later has not sold, and a buyer who needs him there has bought the wrong business.

Further reading

Sources

Nothing here is legal or tax advice. Your Steuerberater and Anwalt decide before anything binds.

← All posts