Selling a GmbH usually means selling its capital contributions (Stammanteile). The company remains in place with its contracts, accounts and UID; only the members change. This guide shows what needs to be done, from the contract to the transparency register.
In short: capital contributions are transferred by written agreement (Art. 785 CO). Unless the articles of association provide otherwise, the members’ meeting must consent, and the transfer only takes effect with that consent (Art. 786 and 787 CO). The company then enters the buyer in the register of members, files the transfer with the commercial register (Art. 82 CRO) and reports any change in beneficial owners to the transparency register within one month (Art. 10 TJPG). With Hoop you file the transfer with the commercial register fully digitally, keep the register of members and prepare the report to the transparency register.
Key points
- Written form is sufficient for the transfer; no notarial deed is required.
- Without the consent of the members’ meeting, the transfer is not effective unless the articles waive it. If the meeting does not refuse within six months, consent is deemed given.
- The buyer is only entered in the commercial register if the transfer from the registered member is fully documented.
Share deal or asset deal?
In a share deal the buyer acquires the capital contributions and thus the whole company. In an asset deal the buyer acquires individual assets such as customers, inventory or contracts, and the GmbH stays with the seller. This guide covers the share deal. Clarify price, tax consequences and warranties with your fiduciary or a law firm.
1. Check the articles of association
The articles can make the transfer easier or harder. They can waive the consent requirement, set out grounds for refusal, reserve the company’s right to take over the contributions at their real value or exclude transfers altogether (Art. 786 para. 2 CO). Also check pre-emption and first-refusal rights, additional or ancillary contribution obligations and non-compete clauses.
2. Draw up the transfer agreement
The transfer, and even the obligation to transfer, must be in writing (Art. 785 para. 1 CO). The agreement includes:
- Seller and buyer with name and address
- Company name, registered office and UID of the GmbH
- Number, nominal value and, where applicable, category of the capital contributions
- Price, payment and date of transfer
- The condition of consent by the members’ meeting, if required by the articles
- The same references to statutory rights and obligations as in the subscription document, unless the buyer is already a member (Art. 785 para. 2 CO)
- Signatures of both parties
3. Obtain the consent of the members’ meeting
Consent to the transfer is a non-transferable power of the members’ meeting (Art. 804 para. 2 no. 8 CO). It decides by an absolute majority of the votes represented unless the articles provide otherwise (Art. 808 CO), and may refuse consent without giving reasons (Art. 786 para. 1 CO). The transfer only takes effect with consent (Art. 787 para. 1 CO). The members can also pass this resolution by circular resolution.
4. Update the register of members
The company keeps a register of capital contributions (Art. 790 CO). After the transfer it enters the buyer with name and address as well as the number, nominal value and, where applicable, category of their contributions, and records from when they are a member.
5. File the transfer with the commercial register
Members are entered in the commercial register with the number and nominal value of their capital contributions (Art. 791 CO). The company must therefore file every transfer for entry (Art. 82 para. 1 CRO). It submits proof of the transfer, usually the transfer agreement, and, unless the articles waive it, proof of the consent of the members’ meeting (Art. 82 para. 2 CRO). If the seller also steps down as managing director, file this change in the same application; this guide shows how. With Hoop this application is done fully online (see below).
6. Update the transparency register
Anyone who, alone or together with third parties, gains control of the GmbH through their capital contributions must report the beneficial owner to the company within one month (Art. 13 TJPG). The company reports any change to a registered fact to the transparency register within one month of becoming aware of it (Art. 10 TJPG). Reporting is free of charge via EasyGov.
Selling a GmbH with Hoop: fully digital
With Hoop you transfer capital contributions fully digitally: you record the transfer, everyone involved signs the consent resolution and the application electronically with a qualified signature, and Hoop submits the application with the supporting documents to the competent commercial register office. In Hoop you also keep the register of members online, with supporting documents and history. It forms the basis of the register of beneficial owners: when members change, you see at once who needs to be reported and prepare the report to the transparency register. What needs to be done in all registers during a handover is explained in the business succession guide; what to watch out for when buying an inactive company, in the article on shell company transactions.
Frequently asked questions about selling a GmbH
Do I need a notary to sell a GmbH?
Not for transferring the capital contributions; written form is sufficient (Art. 785 CO). A notary is needed if the articles are amended at the same time, for example the company name, registered office or purpose.
When does the buyer become a member?
If the consent of the members’ meeting is required, the transfer only takes effect with that consent (Art. 787 para. 1 CO). If the meeting does not refuse within six months, consent is deemed given (Art. 787 para. 2 CO).
Can the members’ meeting block the sale?
Yes, it can refuse consent without giving reasons unless the articles provide otherwise (Art. 786 CO). The seller then retains the right to withdraw for good cause (Art. 786 para. 3 CO).
What applies to inherited capital contributions?
In the case of inheritance, division of an estate, marital property law or debt enforcement, the contributions pass without consent. To exercise voting rights, however, the acquirer must be recognised by the members’ meeting (Art. 788 CO). This transfer is also filed with the commercial register (Art. 82 CRO).
Do I have to report the sale to the transparency register?
Yes, if the beneficial owners change: within one month of the company becoming aware of it (Art. 10 TJPG), free of charge via EasyGov.
Last reviewed: November 2026
Next steps with Hoop
Incorporation or amendment in the commercial register: with Hoop the whole process is digital – documents, identification, qualified electronic signature and filing with the office.
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This blog article does not constitute legal advice, it is made available “as is” and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.
