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Selling shares · Germany

Selling pre-IPO startup shares in Germany: what you can actually sell

German startups lean heavily on virtual shares (VSOP) — and those usually can’t be sold. Here’s how to tell what you hold, what the tax looks like, and how a real-share secondary works.

Written & maintained by the PrivateTechShares team · Published September 2026 · Reviewed September 2026

Quick answer. Exercise any options into real shares first, then sell. A sale gain on a small holding (under 1%) is generally taxed at the flat Abgeltungsteuer (~26.4%); a holding of 1% or more uses the Teileinkünfteverfahren (60% of the gain at your personal rate). Transfer usually needs company or investor approval.

If you hold equity in a German startup and want some cash before an exit, the first thing to pin down is what you actually hold — because in Germany that makes an enormous difference.

Real shares vs virtual shares (VSOP/ESOP)

The key question for employees: do you hold real Geschäftsanteile or a VSOP? Only real shares can be sold in a secondary. If you have a VSOP, a private sale usually isn’t possible — though it’s worth confirming your specific plan terms.

Tax when you sell real shares

For a small holding (below 1%), a share sale gain is generally taxed under the flat Abgeltungsteuer (roughly 26.4% including the Solidaritätszuschlag). For a “substantial” holding (1% or more at some point in the prior five years), the Teileilkünfteverfahren applies instead, taxing 60% of the gain at your personal rate. Recent reforms (the Zukunftsfinanzierungsgesetz) have improved the treatment of real-share employee plans and the old “dry income” problem, but the details are situation-specific. Source ↗

The process, at a high level

Confirm what you hold (real shares vs VSOP) → check the Gesellschaftervereinbarung for Vorkaufsrecht and consent → agree a price with a buyer → get the required approvals → sign the notarised transfer and update the shareholder list (Gesellschafterliste).

Why founders and early employees sell

German exits can be slow, and years of below-market salary or illiquid equity is a real cost. A partial secondary lets a founder or early employee with real shares take some money off the table — for a home, to de-risk, or simply because everything shouldn’t ride on one exit. The hard part in Germany is understanding what your stake is worth, the transfer rules and the tax before you act — which is the gap we fill, with plain-English guides and a preparation toolkit.

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Thinking about selling?

Understand what you hold, what it might be worth, the transfer restrictions that apply and the tax to plan for — before you act. Our free guides and the equity toolkit walk you through it, step by step.

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Questions people ask

Can I sell my startup shares in Germany?
Real GmbH shares (Geschäftsanteile) can generally be sold, but the transfer must be notarised and is subject to the shareholders' agreement, any right of first refusal (Vorkaufsrecht) and consent requirements. Virtual shares (VSOP/ESOP), which most German startup employees hold, are a contractual cash-payout right rather than real equity and usually cannot be sold — they typically pay out only on an exit.
What is the difference between VSOP and real shares in Germany?
Real shares (Geschäftsanteile) are actual ownership in the GmbH, sellable via a notarised transfer. A VSOP (virtual stock option plan) is a contractual promise to a cash payment linked to the share value — it is not equity, generally cannot be sold, and its payout is taxed as employment income rather than as a capital gain.
How is a startup share sale taxed in Germany?
For a holding below 1%, the gain is generally subject to the flat Abgeltungsteuer of roughly 26.4% including the solidarity surcharge. For a substantial holding (1% or more within the prior five years), the Teileinkünfteverfahren applies, taxing 60% of the gain at your personal income tax rate. Always confirm with a German tax adviser, as rules and your circumstances vary.
How we keep this accurate. We write from primary sources — official tax authorities (HMRC, IRS), financial regulators (FCA, SEC) and company filings — date every page, and review them regularly. This is independent, educational information, and deliberately not a substitute for professional tax, legal or financial advice on your own situation.

General information only — not financial, tax or legal advice, and not a substitute for advice from a qualified local professional. Tax rates and rules change and depend on your personal circumstances; the figures here are directional and simplified. Check your own share/option agreements and take local advice before selling. PrivateTechShares is an education and tools service: it is not a broker or marketplace, does not introduce buyers and sellers, does not hold funds, and does not execute or advise on transactions.