• 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.

• 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 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.

• In a capital increase, the equity of a GmbH is raised.
• There are three ways to increase the company’s capital: a cash capital increase, a contribution in kind, and a capital increase from company reserves.
• In practice, the cash capital increase is the most common option. The associated costs are relatively low, and the process can be implemented quickly and with minimal complexity.

• The liquidation of a GmbH is a formalized and strictly regulated process.
• Liquidation typically takes between 12 and 24 months to complete.
• Engaging professional advisors is advisable, particularly in the case of larger companies.

• Shareholders may withdraw from a German GmbH if there is compelling cause, if a withdrawal agreement is concluded, or if the articles of association provide for a right of withdrawal.
• A notarial certification is required when shares are transferred to third parties, the company itself, or fellow shareholders.
• No notarial certification is required if the shares are redeemed (Einziehung).

The transfer of a sole proprietorship to a newly established limited liability company (GmbH) can be advisable for economic and liability reasons.