If you want to buy a share in a real estate GmbH, the value of the building can be a starting point. However, the offered share relates to a company with its own assets and liabilities. An extract from the property exposé is therefore not sufficient for assessing the price.
Determine the level of acquisition
§ 13 GmbHG grants the GmbH its own rights and obligations and allows it itself to acquire real estate. The statutory principle assigns liability for company debts to the company’s assets. [GMBH] It follows for preparation: examine the assets of the company whose share you are to acquire. Do not assume that buying the share is the same as purchasing a specific apartment directly in your name.
Have it explained to you precisely in advance which share is being sold with which rights and how the acquisition is to be carried out legally. This page does not address notarisation, tax or liability structuring and does not recommend buying a share as an alternative to purchasing the property.
Build a simple asset bridge
In the hypothetical case a building is valued at 1.000.000 euros. The company also holds 30.000 euros in bank balances. These are offset by 700.000 euros in bank loans and 50.000 euros in other liabilities. The simplified difference amounts to 280.000 euros: 1.030.000 minus 750.000.
A ten per cent share would, arithmetically, correspond to 28.000 euros of this difference. Ten per cent of the building valuation, by contrast, would be 100.000 euros. Neither of these calculations is yet a professional share valuation. The case expressly contains no hidden encumbrances, taxes, selling costs, additional rights or divergent profit distributions. It shows why debts and other items must appear in the explanation of the requested price.
From the calculation to verifiable data
For a real offer the valuation of the building, current company figures, loans, securities and identifiable further liabilities belong in the same scrutiny. an earlier set of accounts and a newer property value must not unnoticed represent different valuation dates. Also ask which decisions you could actually influence with the offered share and how distributions or an exit are regulated.
If you are promised a monthly amount, request its basis. Rental income of the GmbH is not yet a confirmed payout to you in your private planning.
A usable result is a comprehensible justification of the share price with named valuation assumptions and open checks. The difference calculation can reveal a conceptual error. It does not replace due diligence on the company nor individual tax and legal advice.