With effect from 31 December 2025, the transitional provisions of Section 48 of the German Condominium Act (Wohnungseigentumsgesetz – WEG) have definitively expired. Since 1 January 2026, the validity of certain legacy provisions vis-à-vis purchasers depends decisively on whether they are registered in the land register. This continues to result in significant practical implications, particularly for property managers.

• The sale of shares in a German limited liability company (GmbH) always requires notarisation (share deal).
• In the case of an asset deal, notarisation is required if real estate, GmbH shares or the business as a whole are transferred.
• Even where notarisation is not legally mandatory, it can be highly advisable to increase legal certainty and enforceability.

• Any contract for the purchase of real estate (whether an apartment, house, or plot of land) must be notarised.
• The notarisation takes place once the parties have reached an agreement on the purchase contract. The contract may still be adjusted during the notarisation process.
• Appointments for notarisation in connection with a real estate purchase can generally be arranged at short notice.

• To delete a land charge, the creditor must grant approval for the deletion, the property owner must consent, and an application must be submitted to the land registry.
• If another loan is to be taken out with the same bank in the near future, for which the land charge will again serve as security, it is advisable not to delete the land charge in order to avoid unnecessary costs.

• The “conversion” of a UG into a GmbH takes place through a capital increase.
• In particular, a capital increase from company funds or a cash capital increase may be considered.
• The costs for such a capital increase usually amount to several hundred euros.

• A GmbH and a UG are both limited liability companies.
• Forming a GmbH requires significantly higher share capital.
• The conversion of a UG into a GmbH is carried out through a capital increase.

• The heritable building right entitles the leaseholder to acquire ownership of a building constructed on land owned by another party.
• The heritable building right provides a way to acquire ownership of a house without having to purchase the underlying land.
• The leaseholder must pay the landowner a ground rent for the use of the property.
• Heritable building rights are generally granted for a fixed term (e.g. 100 years).

• The purchase agreement for GmbH shares must be notarised.
• Whether the shares can be freely transferred depends on the provisions of the company’s articles of association. Restrictions on transferability may also be stipulated in shareholders’ agreements.
• The notarial fees are based on the value of the shares.

• The right to withdraw exists in three cases, when there is good cause, when the articles of association permit withdrawal, or when a corresponding agreement has been concluded.
• The withdrawing shareholder is entitled to receive a compensation payment from the company.
• The company may decide how to dispose of the shares, either by redeeming them or by transferring them to third parties.