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Selling shares · GermanySelling 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.
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)
- Real GmbH shares (Geschäftsanteile). Actual ownership in the company. Transferring them requires a notarised deed (notarielle Beurkundung) — it’s formal and has a cost, but these shares are genuinely sellable, subject to the shareholders’ agreement (Gesellschaftervereinbarung), any right of first refusal (Vorkaufsrecht) and consent requirements.
- Virtual shares (VSOP / phantom / ESOP). This is what most German startup employees actually have. A VSOP is a contractual promise to a cash payment tied to the share value — not real equity. You generally cannot sell it; it typically only pays out on an exit event, and the payout is taxed as employment income (often 40–45%+), not capital gains. Germany used virtual plans heavily precisely because real-share transfers need a notary.
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.
The process, at a high level
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 finding a discreet buyer for a small stake, which is the gap we fill.
Read next
- Who buys private startup shares — and how to sell yours
- How much are my startup shares worth?
- What discount is fair when you sell?
Thinking about selling?
List your shares privately — you stay anonymous until an investor signs an NDA, and you only pay a fee if a deal actually closes. We focus on exactly these small European secondaries (€10k–€750k).
List your shares →Want the full step-by-step for clearing restrictions and running the sale? It’s in the Equity Toolkit (€29).
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Download the free kit →Questions people ask
Can I sell my startup shares in Germany?
What is the difference between VSOP and real shares in Germany?
How is a startup share sale taxed in Germany?
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 makes introductions only: it is not a broker, does not hold funds, and does not execute or advise on transactions.