A sale goes through the same steps as a purchase — data room, the buyer's due diligence, notarial contract, payment after the notary's confirmation — but the seller has costs of its own. As a statutory default the buyer pays the notary and land-register costs (§ 448(2) BGB); the seller pays the broker's commission if so agreed and the bank's compensation for repaying a fixed-rate loan early. Tax on the gain falls on a selling GmbH, and on an individual who has owned the property for no more than ten years.
The price is set by whoever buys, not by whoever sells
Buyers value a store as a multiple of annual rent: in 2025, 18.5 for prime supermarkets and discounters, 15.5 for core-plus and 12.5 for value-add (BNP Paribas Real Estate). On €500,000 of rent, the difference between a prime asset and core-plus is €1.5 million (see Part 12 of the series German Prime Retail). The market is currently cautious. In the first nine months of 2026, investment in German retail property fell by 25.2%, and the average deal size, €16.6 million, was the lowest on record (BNP Paribas Real Estate).
The buyer willing to pay the most has the most reasons to own the asset: the owner of the surrounding retail park, the retailer trading in the store, or an institutional investor building a portfolio (Part 4). Knowing these buyers is part of preparing the sale.
A complete data room protects both the price and the seller
The buyer will examine the lease with all amendments, the permits, the acceptance record, three years of service-charge statements, the land register and the registers of public-law encumbrances and contaminated sites (Part 7). Every defect the buyer finds becomes an argument for a discount, and a lease amendment not made in text form becomes an argument that the tenant can terminate early (§§ 550, 578 BGB). Full disclosure protects the seller too: the buyer has no claim for a defect known at signing (§ 442(1) BGB). And an exclusion of liability will not help a seller who deliberately concealed a defect (§ 444 BGB).
Financing, tax and the transfer date decide what the seller keeps
Exhibit 1. The notary and transfer tax usually fall on the buyer; the loan and the tax on the gain, on the seller
A sale of the property entitles the borrower to terminate early a fixed-rate loan secured by a land charge, once six months have passed since the loan was fully drawn — but with compensation to the bank. Ten years after full drawdown, the loan can be terminated without compensation on six months' notice. The seller's land charges are redeemed out of the price under release approvals that the notary collects before payment falls due (Part 8).
For a GmbH, the gain is measured against the residual tax book value, so the depreciation claimed is partly clawed back as tax on sale (Part 11). Agree the transfer date with your tax adviser. A company that sold all its real estate with transfer as of the start of 31 December lost the extended trade-tax reduction for the entire year (BFH, judgment of 17 October 2024, III R 1/23).
The joint letter to tenants on the change of owner is no formality. If the buyer fails to meet the landlord's obligations, the seller is liable for the damage as a guarantor. Notifying the tenant ends that liability, unless the tenant terminates at the first permissible date (§ 566(2) BGB).
Implications for investors
1. Assemble a complete data room before going to market. Every defect the buyer finds becomes an argument for a discount, while a defect disclosed before signing gives the buyer no grounds for a claim.
2. Match the sale date to the loan terms. Ten years after full drawdown, a fixed-rate loan can be terminated without compensation; repay it earlier, and the bank is owed compensation.
3. Agree the transfer date with your tax adviser. One company that sold all its real estate with transfer as of the start of 31 December lost the extended trade-tax reduction for the entire year.
What to check:
• Assemble a complete lease file — with all amendments in text form — the permits, the acceptance record and three years of service-charge statements.
• Ask the bank for the loan's early-repayment terms and the date from which it can be terminated without compensation.
• Calculate the tax on the gain with your tax adviser: the residual tax book value, past losses and the transfer date.
• Check pre-emption rights in section II of the land register and in the lease.
• Prepare the letter to tenants on the change of owner together with the buyer.
See also: Can you sell property in Germany without paying tax?; What is a share deal, and can it save real estate transfer tax?; How long does it take to buy commercial property in Germany?; What taxes does a property-owning GmbH pay?
Sources: §§ 442, 444, 448, 489, 490, 550, 566, 578, 652 BGB; § 125 GNotKG; § 13 GrEStG; § 23 EStG; § 9 GewStG; BFH, judgment of 17 October 2024, III R 1/23; BNP Paribas Real Estate, German food-retail property investment market report for Q4 2025 and German retail investment market report for Q3 2026; the series German Prime Retail, Parts 4, 7, 8, 11 and 12. Legal position as of October 2026.
Photo: Jan-Philipp Thiele / Unsplash
This page is general information and not investment, legal or tax advice.