Share deal or asset deal: how property changes hands in Germany

No legal or tax advice. This guide explains the legal position in Germany in general terms, as of 26.10.2026. Whether a share deal or an asset deal suits your case, and which tax is payable, depends on all shareholdings and share movements. Have every transaction reviewed by a tax adviser and a lawyer before it is implemented.

What is an asset deal?

An asset deal is the direct purchase of a property: you acquire the land with the building and are entered in the land register as the owner. It is the standard case when buying property.

• Form: In Germany, a purchase agreement for land must be notarised (§ 311b(1) of the German Civil Code, BGB).
• Real estate transfer tax: The purchase agreement is subject to real estate transfer tax (§ 1(1) no. 1 GrEStG). The tax base is the value of the consideration, essentially the purchase price (§ 8(1) GrEStG). § 3 GrEStG lists exemptions, for example for acquisitions by spouses or by relatives in direct line.
• Tenancies: As the new owner, you step into the existing tenancies (§ 566(1) BGB, for commercial premises via § 578 BGB) – „sale does not break a lease“ (Kauf bricht nicht Miete).
• Liabilities: You do not take over the seller’s other debts. Registered land charges (Grundschulden) are usually redeemed by the notary (Notar) out of the purchase price.

Even an asset deal is not entirely free of legacy burdens: property tax (Grundsteuer) rests on the land as a public charge (§ 12 of the Property Tax Act, GrStG), so arrears should be dealt with in the purchase agreement. If an entire business or a separately managed operation is taken over together with the land, the acquirer can be liable for certain business taxes (§ 75 of the Fiscal Code, AO), and employment relationships – for example of an employed caretaker – can transfer under § 613a BGB.

What is a share deal?

A share deal is the purchase of shares in a company whose assets include the property – usually a GmbH or a GmbH & Co. KG that holds only this one property. The land does not change owner; it continues to belong to the company. What changes is the shareholders.

• Form: The assignment of GmbH shares, and even the obligation to assign them, requires a notarised agreement (§ 15(3) and (4) of the Limited Liability Companies Act, GmbHG).
• Land register: Nothing changes in the land register; the company remains the owner. The new shareholders do, however, appear in the list of shareholders filed with the commercial register (§ 40(1) GmbHG).
• Tenancies: The company remains the landlord. The leases continue unchanged; there is no change of landlord.
• Liabilities: The company remains the debtor for all its liabilities – loans, taxes, contracts, pending disputes. Economically, you therefore take over everything inside the company. As a GmbH shareholder you are generally not personally liable – but you are liable for share capital not yet paid in (§ 16(2) GmbHG) and, in certain circumstances, for shortfalls of other shareholders (§ 24 GmbHG). When limited partnership interests are bought, notaries structure the transfer so that it only takes effect on entry in the commercial register (§ 176(2) of the Commercial Code, HGB). If real estate transfer tax is triggered under § 1(2a) or (2b) GrEStG, the company owes it – which is why it belongs in the tax clause of the purchase agreement.
• Real estate transfer tax: only payable under the conditions of § 1(2a) to (3a) GrEStG – explained in the next section.

Share deals occur mainly with larger investment apartment buildings (Zinshäuser), residential portfolios and commercial properties that are already held in a property company.

Asset deal and share deal compared

When is real estate transfer tax payable on a share deal?

On a share deal, real estate transfer tax is payable in Germany if one of four thresholds is reached – all of them at 90% of the shares. This is governed by § 1 GrEStG, which we read on gesetze-im-internet.de on 26.10.2026:

Three points that are often overlooked in practice:

• Ten years are added together. Under § 1(2a) and (2b), all transfers to new shareholders within ten years are added up, including indirect ones via intermediate companies. Acquisitions upon death are disregarded.
• The tax base is not the purchase price. In the cases of § 1(2a) to (3a), the tax is assessed on the property value under the Valuation Act (Bewertungsgesetz) (§ 8(2) sentence 1 no. 3 GrEStG). It can be higher or lower than the price you pay for the shares.
• The law was amended in 2026. Subsections (2a) to (3b) of § 1 GrEStG apply in the version of the Act of 29 June 2026 (BGBl. 2026 I No. 197) to acquisitions after 2 July 2026 (§ 23(28) GrEStG). Accounts from before then may be out of date; the thresholds of 90% and ten years have applied since 1 July 2021 (§ 23(18) GrEStG).

What these rules are not: a reliable way to avoid tax. Whether a transaction is taxable depends on all shareholdings and share movements of the company – including those before your purchase. Have this reviewed by a tax adviser before signing.

Which real estate transfer tax rates apply in the German federal states?

The Real Estate Transfer Tax Act sets a rate of 3.5% (§ 11(1) GrEStG); the federal states may set their own rate (Art. 105(2a) sentence 2 of the Basic Law, GG), and all except Bavaria are above it. The rate applies equally to asset deals and share deals.

As of 27.10.2026, checked against the state laws and the websites of the state tax authorities (sources below). In Bavaria, the rate of § 11(1) GrEStG applies. The relevant rate is the one in force on the day the acquisition is completed – for a purchase agreement, the day of notarisation.

Worked example: investment apartment building in Berlin for €4 million

Fictitious example: an investment apartment building in Berlin belongs to a GmbH that holds only this building. The purchase price for the land, or the equivalent value for all shares, is €4,000,000. Berlin tax rate 6.0% (see table above). The figures show the mechanics, not a recommendation.

Notary and land registry costs calculated under the Court and Notary Fees Act (GNotKG), Table B, for a transaction value of €4,000,000 – excluding VAT on notary fees and excluding expenses. Not included: financing land charge, deletion of old rights, escrow instructions and shareholder resolutions. In a share deal, the company’s debts do not automatically reduce the transaction value (§ 54 sentence 3, § 97(3) GNotKG). The notary’s invoice is binding. The difference lies mainly in the land register – a share deal is not automatically cheaper in terms of transaction costs.

What the example shows: if one buyer acquires all shares, real estate transfer tax is also payable on a share deal – only on a different tax base. A share deal is therefore not automatically the cheaper route; it also brings the due diligence and the risks of the company.

If, on the other hand, more than 10% of the shares remain permanently with an existing shareholder, none of the four 90% thresholds is reached – provided this holds permanently and across all indirect shareholdings; for § 1(2a) and (2b), all transfers to new shareholders in the last ten years also count. Such structures tie buyers and co-shareholders to each other for years and belong in the hands of a tax adviser and a lawyer before any implementation.

When does which route fit?

These questions help with an initial assessment. You make the decision with your tax adviser and your legal adviser.

Rather an asset deal if …
– the property is owned directly by one or more private individuals,
– you want to acquire a clean property without a company’s history,
– the company has debts, contracts or disputes you do not want to take over,
– you are financing the property yourself and want to register a land charge on it.

A share deal may be an option if …
– the property is already held in a property company that holds nothing else,
– the company has audited accounts and a manageable history,
– existing contracts (tenants, service providers, financing) are to remain with the company,
– the seller, for reasons of their own, only wants to sell shares.

In every case, check:
– all share movements of the company in the last ten years, including indirect ones,
– land register, public easements, leases and building condition,
– warranties and indemnities in the purchase agreement,
– the property value for tax purposes, if real estate transfer tax is payable on the share deal.

Why are share deals often off market?

Share deals mostly concern companies with a small, fixed group of shareholders – families, family offices, long-term holders. A public listing rarely suits them: the company’s tenants, banks and business partners should not learn prematurely that the shareholders are changing, and a confidentiality agreement usually comes before any due diligence on the company.

There is also a gap in the statistics: in Germany, the notary only has to send agreements on the transfer of land ownership to the local valuation committee (Gutachterausschuss) (§ 195(1) BauGB). Share purchases are therefore missing from the official purchase price collection – our page on Berlin, for example, points this out.

On diskret.immo you first see such properties as an anonymous profile. Only vetted buyers receive the exposé, after a confidentiality undertaking and with the owner’s consent; our team then hands over documents on the company in person. We only broker share deals in which one buyer takes over the majority or all of the shares. Suitable property types can be found under off-market commercial property, off-market investment apartment buildings and on the overview buy off-market property.