Cengolio · Tools · Share transfer
One shareholding. Two ways to hand it over.
England transfers private-company shares with a form and a stamp. Germany sends every GmbH share to the notary, and a transfer without the deed is void. Drag the price: the notarial fee and the stamp duty move against each other, and they do not stay in the same order.
These are the statutory transfer costs, not the cost of the deal. The German figure is the 2.0 notarial fee alone, on the purchase price as the value, at least the shares’ actual worth, § 97 GNotKG; execution work, the new shareholder list, outlays and 19 per cent VAT come on top. The English figure is the duty alone. Lawyers are extra on both sides.
The deeper gap is the form. § 15 (3) GmbHG sends the assignment itself to the notary; an informal sale contract is healed by the notarised assignment, § 15 (4), the assignment never is. England asks for the stamped form within 30 days, and until HMRC stamps it the company may not enter the buyer in the register. And the cliff belongs to the GmbH alone: shares in a German AG change hands with no notary at all.