What to Check Before Buying a Company in Germany (Legal & Financial Aspects)

Buying a company in Germany can be fast and safe — but only if you know what to check before the purchase. Here’s a complete guide to legal and financial due diligence for ready-made firms.

Why a Pre-Purchase Check Is So Important

Germany has one of the most transparent and reliable corporate systems in the world.
Still, when buying a company — even a ready-made one — you must make sure everything is 100% clean and legal.

While ready-made firms are inactive and debt-free, confirming this officially protects you as the new owner and ensures the transfer will go smoothly with no hidden issues.

1. Verify the Company’s Legal Status

The first step is to check whether the company is officially registered and active in the German Handelsregister (Commercial Register).
You can request a Handelsregisterauszug — an official registry extract — that shows:

• the company’s registration number;
• current legal form (UG or GmbH);
• date of registration;
• managing director (Geschäftsführer);
• share capital;
• registered office address.

✅ Tip: This document should be issued recently (within the last 30 days).
If the name of the seller or managing director matches the notary documents, you can proceed confidently.

2. Confirm That the Company Has No Debts or Liabilities

A clean company means:

• no bank loans,
• no outstanding invoices,
• no employees,
• no open contracts or obligations.

You can ask the seller or consulting intermediary for a declaration of inactivity (Inaktivitätsbestätigung) — this document confirms the company never operated.

In Germany, once a company starts trading, it must file annual tax reports.
If there are no filings, it’s a clear sign the firm was never active — a key indicator of legal safety.

3. Check the Tax and VAT Numbers

For international trade and e-commerce, an active VAT number (Umsatzsteuer-ID) is essential.
A ready-made company usually already has:

• a tax number (Steuernummer) issued by the Finanzamt;
• a VAT number (USt-ID) for EU operations.

✅ Important: You can verify the VAT number directly on the EU Commission website (VIES system).
This ensures that the company can legally issue invoices with VAT immediately after the transfer.

4. Verify the Bank Account and Its Status

If the company already has a bank account, confirm:

• which bank it’s with (Sparkasse, Deutsche Bank, N26, etc.);
• that the account is still active;
• whether the new director can be added after transfer.

Some banks require KYC verification for the new owner, especially if they are not EU residents.
However, since the company already exists, this process is much simpler than opening a new business account from scratch.

5. Review the Notarial Sale Procedure

In Germany, company ownership can only be transferred through a notary (Notar).
The notary:

• verifies the identities of both parties,
• checks company documents,
• drafts the share purchase agreement (Anteilskaufvertrag),
• records the change in the Handelsregister.

If you cannot attend personally, you can assign a Power of Attorney (Vollmacht).
This allows the notary or consultant to sign documents on your behalf — a common solution for international clients.

✅ Tip: Always ask for a copy of the draft agreement before signing, to check that all details are correct (buyer name, director, address, etc.).

6. Confirm the Share Capital (Stammkapital)

Every GmbH must have a share capital of €25,000, of which at least €12,500 must be paid in.
A ready-made GmbH already has this amount deposited at the time of registration.
The notary will include confirmation of this capital in the sale documentation.

This ensures that the company fully complies with German corporate law and can operate immediately.

7. Check the Company’s Address

The registered office (Sitz der Gesellschaft) is part of the official documentation.
If you plan to change it — for example, to your own office or a virtual address — make sure the new address is legally valid and registered.

Many consulting firms offer registered address services, helping international clients maintain correspondence and compliance.

8. Make Sure There Are No Legal Proceedings

You can check whether the company has any ongoing cases in public databases or ask for a liability declaration.
Clean ready-made firms will always provide this confirmation.

If the company is new and inactive, it cannot have legal disputes — but having written proof is still best practice.

9. Clarify the Post-Sale Procedure

The buyer then officially becomes:

• the 100% shareholder;
• the managing director.

During this period, the company remains fully legal, and you can start preparing for operations (e.g., tax registration update, contracts, VAT filings).

10. Keep All Documents Safe

After the transaction, you should have:

1. The notarial purchase agreement
2. Handelsregister extract (updated)
3. VAT and tax number confirmations
4. Shareholder list (Gesellschafterliste)
5. Bank access documents

These are essential for opening merchant accounts, applying for payment systems, and working with suppliers.

Conclusion: Safety Through Transparency

Buying a company in Germany is a simple and legal process when done properly.
While ready-made companies are already clean and inactive, verifying a few key details ensures 100% peace of mind.

A professional consulting partner simplifies this even further — handling documentation, notary communication, and translation, while keeping everything compliant with German law.

With the right guidance, you can buy and activate your company within weeks, saving both time and resources while ensuring total legal safety.

📞 Need assistance?
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