Sale of company shares
The situation is as follows:
In 2009, my partner and I founded a GmbH (Internet) with a share capital of 150,000 euros. I hold 80% of the shares, my partner 20%. The total capital requirement, including investments and initial losses, is currently around 560,000 euros. The financing is as follows:
- Share capital of 150,000 euros was provided in cash
- Shareholder loan of 90,000 euros from the partner
- Personally guaranteed external debt of 350,000 euros by me
The total financing was provided by both of us in approximately an 80:20 ratio.
The company's value is currently estimated at around 1,500,000 euros. We plan to bring in another shareholder who will take over 40% of the shares. The purchase price is therefore 600,000 euros. The new partner will acquire the 40% stake from me.
My goal is:
- The purchase price should ideally be entirely available to the company
- The externally guaranteed debt by me should be reduced
- The sale of my shares should incur as little tax as possible
I am considering the following:
- Sale of my GmbH shares at nominal value (60,000 euros)
- Buyer grants a shareholder loan of 540,000 euros
- External debt of 360,000 euros is repaid
- I then grant a shareholder loan of 180,000 euros
The external debt should be taken out of the company in this deal to ensure equal treatment of all shareholders, as the costs for the external debt are borne by the company and there is also a regular repayment unlike in the case of shareholder loans.
Am I on the right track with my approach? Could a buyer agree to such a solution? Or are there significant points against it? If so, what would be an alternative?
Thank you in advance for your advice!
