Selling your company to a permanent owner

Published: 17 July 2026 · Updated: 26 August 2026 · 14 min readSuccessionThe holding

Selling your company to a permanent owner

KfW counts roughly 109,000 German owners a year through the end of 2029 who want to hand their company to a successor, and roughly 114,000 a year who plan to close it instead (KfW Research, 9 January 2026). The transaction itself is rarely the obstacle. The obstacle is that most owners have never sold a company, do not know what the process looks like, and have heard enough stories about buyers who flip, gut, or rename what took thirty years to build. This is what the process looks like with us, week by week, including what we ask for and what we do not.

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

The decision

Hamnett Enterprises GmbH buys one established, profitable business in the Rhein-Main region at €300,000 to €1M, earning €100,000 to €400,000 of normalised profit a year, and holds it permanently. The process runs to a written timetable: a 30-minute call, a confidentiality agreement before any number moves, an indicative offer in writing within two weeks of the key figures, a review scoped to three things, and a notary appointment. Your Steuerberater stays in the room throughout and keeps the mandate for at least twelve months after closing, unconditionally. We never advise on and buy the same company. If more than half of the first ten sellers we meet cannot move at that pace, the calendar stretches and the sequence stays.

Weeks one and two: a conversation, then an NDA

It starts with a few sentences through our contact page. No documents, no broker exposé, no valuation report. A 30-minute call establishes whether the basics fit: an established business, reliable profit, a team that carries the daily work without the owner in it, customers spread across many accounts rather than one. If they do, we sign a confidentiality agreement (Vertraulichkeitsvereinbarung, usually called an NDA) before any number changes hands.

Sellers tend to over-trust an NDA and buyers tend to under-explain it. What it does: it obliges the recipient to use the information only to assess the purchase, to keep it inside a named circle of advisers, and to return or destroy it if the process ends. What it does not do: oblige anybody to make an offer, stop a buyer walking away, make the buyer's financing real, or undo the fact that a competitor who has read your customer list now knows it. The practical protection is sequencing rather than paper. Aggregate figures come first, and the named customer list, the employee list and the contract file only once an indicative offer is on the table.

Weeks three and four: key figures and an indicative offer

You share high-level figures: three years of annual accounts (Jahresabschlüsse), the current monthly management accounts (BWA), revenue by customer group, headcount and roles, the lease. Audited perfection is not needed yet. Within two weeks of receiving those you get an indicative offer in writing, with a price range, a proposed structure and the conditions attached.

An indicative offer is not binding, and it says so on its face. It is our reading of the business on the information we have, it commits us to a range and to a process, and it commits neither side to a sale. Its use is what it exposes early: whether our number and your number are in the same postcode, what would move ours up, and which conditions have to be solved before a notary date is realistic. If the range disappoints you, you have spent four weeks and you now know what your company is worth to a buyer who has done the arithmetic. That is cheaper than finding out after a six-month process.

Stage Typical elapsed time What changes hands What is binding
First call Week 1, 30 minutes Nothing written Nothing
Confidentiality agreement Week 1 to 2 Signed NDA The confidentiality obligation
Key figures Week 2 to 3 Three years of accounts, current BWA, revenue by customer group, headcount, lease Nothing
Indicative offer Within two weeks of the figures Written price range, structure, conditions Nothing, by design
Focused review Roughly 4 to 8 weeks Quality of earnings, revenue-carrying contracts, key people Exclusivity, if agreed
Purchase agreement and notary After the review Signed and notarised share transfer Everything

As of August 2026, Hamnett Enterprises process, indicative timings.

The review we actually run

Due diligence at this size can become an open-ended document request that costs both sides three months and produces nothing a buyer acts on. Ours is scoped to the three things that decide whether the purchase works.

Quality of earnings. The reported profit of an owner-run company is rarely the profit a buyer gets. The owner pays himself something other than a market salary, a spouse may be on the payroll, the car is private, and where the owner owns the workshop the rent is a family arrangement. We build the bridge from the reported result to the normalised result line by line, with a document behind each line, and the price is built on that figure. The full worked example, where a €260,000 reported EBITDA becomes €196,000 normalised, is in selling a company in Rhein-Main: what a buyer reads first.

The contracts that carry the revenue. We put the ten largest customers beside the contract file. A Wartungsvertrag (a recurring maintenance contract that renews), a Rahmenvertrag (a multi-year framework from which orders are called off) or a Verwaltervertrag (a property-management mandate paid per unit) binds revenue to the company. A twenty-five-year friendship binds it to you, and we cannot buy that. It is also why the share deal is usually right here: buying the shares of the GmbH leaves every contract where it is, while an asset deal transfers them one at a time, often needing each customer's consent.

The people. Who runs the business on a Tuesday when the owner is away, who the customers call, and who holds the licence where one is needed. In a licensed trade §7(1) of the Handwerksordnung ties the Handwerksrolle entry of a company to a Betriebsleiter holding the qualification, and under §16(3) the authority may prohibit the continuation of the business once that entry falls away. That map becomes the retention plan, and it is the part of the purchase we are paying for.

What we do not do: send a hundred-page questionnaire, ask for a decade of board minutes, or run a review that is a lender's credit file in disguise. Our financing route is settled before the first meeting.

Who stays in the room

Your Steuerberater stays involved from the key figures onwards, and the mandate continues for at least twelve months after closing. That commitment is unconditional on every purchase, whoever introduced us, because the adviser knows the books, the tax-audit history and the owner. It is never a reward for a referral: §9 of the Steuerberatungsgesetz forbids a tax adviser from taking a share of fees "oder sonstiger Vorteile für die Vermittlung von Aufträgen", or any other advantage for passing work on, and we offer none.

Your Anwalt drafts and negotiates the purchase agreement. A business broker may run a process, value a business and negotiate commercial terms, and §5(1) of the Rechtsdienstleistungsgesetz permits legal services only as an ancillary part of another activity, so a broker-drafted purchase agreement is the most expensive saving available here. Check the intermediary yourself, because nobody vets him: §34c of the Gewerbeordnung covers property, loans, property development and residential management, and no companies or company shares, so a business broker needs only the trade notification under §14 GewO. A notary is not optional at all: a GmbH share transfer is void unless a Notar records it, and the fee is fixed by statute (GNotKG) at €1,870 net for the 2.0 notarisation fee on a €500,000 transaction value and €3,470 at €1M, plus execution fees and disbursements. Nothing is saved by shopping around, so choose on competence.

One rule binds us. We never advise on and buy the same company. An owner who buys an indicative valuation receives no purchase offer, and an owner in a purchase conversation is not sold advisory work. No contract cures that conflict, so the separation comes first.

Closing, and the day after

The notary appointment fixes what was agreed. Then comes the part that marks out a permanent owner: nothing dramatic happens.

The name stays, because your customers found you under it. The team stays, and German law is on their side either way: under §613a of the Bürgerliches Gesetzbuch a new owner "tritt in die Rechte und Pflichten aus den im Zeitpunkt des Übergangs bestehenden Arbeitsverhältnissen ein", steps into every existing employment contract, and a dismissal because of the transfer is void. In a share deal only the shareholder changes and the employer remains the same GmbH. The site stays, because the customers, the vehicles and the stock are there.

What changes sits behind the counter. We take over the administrative layer: bookkeeping preparation, invoicing and dunning, compliance paperwork, marketing basics, and the AI tooling that removes the evening admin an owner has done for twenty years. Nothing customer-visible moves in the first month, payroll runs on time, and you introduce the successor to the ten largest customers and to the team personally. A handover of three to twelve months with decreasing presence is written into the agreement, and after it you are reachable for questions rather than present every day.

What to have ready before the first call

What Why a buyer wants it Effort
Three years of Jahresabschlüsse and the current BWA The starting point of the earnings bridge. Without them any number is a guess Your Steuerberater has them
Revenue split by customer group, and the share of the largest customer One customer above roughly 30% of revenue changes the price and sometimes the answer An afternoon in the invoicing system
The contract file: maintenance, framework and management contracts with terms and notice periods Contract-bound revenue survives the handover. Handshake revenue does not A folder you probably already have
Who holds the licence, and who runs the business without you In a licensed trade, a business with no qualified Betriebsleiter can be prohibited from continuing (§16(3) HwO) One sentence, plus the Handwerksrolle extract
Your own answer on timing and on what happens to the team It is the question every serious buyer asks in the first call, and hesitation costs months Think about it before the call

As of August 2026, Hamnett Enterprises buyer checklist.

What this means for you

For owners in Frankfurt, Rhein-Main or Hessen thinking about selling

  • An early confidential conversation costs 30 minutes and commits you to nothing. If your company earns €100,000 to €400,000 and runs without you day to day, talk to us as a buyer: permanent hold, name and team kept, financing route settled before the first meeting.
  • Prepare the five rows above before you talk to any buyer or broker. Every credible buyer asks for the same five, and having them ready is worth months.
  • For a number before a process, an indicative valuation costs from €3,900 net and succession and sale preparation from €9,500 net, at a fixed price and never for a company we want to buy.

For the Steuerberater or bank adviser beside the owner

  • The earnings bridge is your work, and it is the first document a buyer and a lender read.
  • On a sale to us the mandate continues for at least twelve months after closing, without condition and with nothing flowing back to you, which §9 StBerG forbids in any case.

For other buyers and first-time acquirers

  • Publish your process. A retiring owner is choosing a person as much as a price, and a written timetable does more for trust than a higher number.
  • Scope the review to earnings, contracts and people. A wider review at this size buys delay rather than information.

Where we could be wrong

  • The timetable is doctrine rather than a completed purchase of our own. If more than half of the first ten sellers we meet cannot move at this pace, the calendar stretches.
  • The permanent-hold promise is untested by definition. It is worth what the buyer's incentives are worth, and ours is a solo-owned holding with no fund life and no exit clock. A seller who wants it enforceable should put it in the purchase agreement rather than believe a blog post.
  • Our seller-loan ask of 20% to 50% of the price sits above the German norm of 10% to 20% of the price over three to five years at 3% to 6% interest, subordinated and unsecured (COVENDIT, April 2021). If more than half of the sellers we negotiate with through the end of 2027 refuse anything above 20%, the ask is a wish and the equity needed per purchase rises accordingly.
  • The 3% to 6% we budget for transaction costs on a share deal assumes no buy-side adviser. Hard costs at this size run nearer 2% to 4%, and one contested warranty negotiation moves the legal line past both.

FAQ

What does an NDA actually protect when selling a company?

It obliges the recipient to use your information only to assess the purchase, to keep it inside a named circle of advisers, and to return or destroy it if the process ends. It does not oblige anyone to make an offer, stop a buyer walking away, or unlearn what a reader has read. The real protection is the order in which information moves: aggregate figures first, then named customers, employees and contracts once an indicative offer is on the table.

Is an indicative offer binding?

No, and it says so on its face. It sets out a price range, a structure and the conditions attached, based on the information the buyer has at that point. Its value is that it surfaces the gap between your number and the buyer's before either side spends money on advisers, and it names what would have to be true for the number to move up. Binding commitment arrives with the purchase agreement, which for a GmbH is notarised.

How long does it take to sell a small company in Germany?

With us, roughly three to six months from the first call to the notary appointment when the seller has the documents ready. What stretches is what the seller controls: accounts that are not current, a contract file nobody has assembled, a licence question with no answer, or a decision that has not really been made. Our side runs to a published clock, starting with a written indicative offer within two weeks of the key figures.

Will you keep the company name and the team?

Yes, and that is the reason we buy rather than a concession we make. The name is what your customers search for. The team stays, and §613a BGB makes that the legal default in any case, with employment contracts transferring intact and a dismissal because of the transfer void. The site stays. What we change is the administrative layer behind it, starting after the first month rather than during it.

Do I have to sell to a fund or a competitor if there is no family successor?

No. KfW counts roughly 109,000 owners a year planning a handover through the end of 2029 and roughly 114,000 planning to close instead, with 47% of the closure group naming a lack of family interest. Financial buyers concentrate above roughly €1M of earnings (Hamnett Enterprises reading of the German small-cap market), which leaves a profitable business earning €100,000 to €400,000 with few bidders and often none. A permanent-hold private buyer is the third option, and the free chamber desks in Rhein-Main are the cheapest way to find one.

Further reading

Sources

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

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