Buying a Company in Germany: A Practical Guide for Foreign Acquirers
Most attractive German Mittelstand companies never appear on a public marketplace. They are sold quietly, often to the first credible buyer an owner trusts. Access, not capital, is the binding constraint — and that is what a local buy-side mandate solves.
Define a search profile that a German owner can say yes to
A precise search profile — sector, revenue band, region, margin threshold, ownership situation — is what makes an off-market approach credible. Vague mandates get ignored by owners who receive several unsolicited letters a month.
For foreign acquirers we also define the story: what happens to the employees, the location, the brand and the owner's name after closing. In Germany this narrative frequently outweighs a marginally higher price.
Sector and technology focus, including adjacent capabilities
Revenue EUR 2m – 50m, EBIT margin threshold, capex profile
Region: NRW, Bavaria, Baden-Württemberg, Hesse or nationwide
Succession situation and expected role of the current owner post-closing
Off-market target identification and approach
We screen company registers, industry associations, trade-fair exhibitor lists and our own network, then approach shortlisted owners directly and discreetly. Owners speak with a German advisor in German — that alone materially increases response rates for international acquirers.
Foreign investment control (AWV) and regulatory timeline
Acquisitions by non-EU investors can trigger a review by the German Federal Ministry for Economic Affairs (BMWK). Sector-specific screening starts at 10% voting rights for critical infrastructure, defence and certain technologies; cross-sectoral screening applies from 25% for non-EU acquirers. Clearance typically takes two to four months and must be built into the signing-to-closing period.
For acquirers from the USA, China, Japan, the UAE, Oman and Saudi Arabia we assess screening exposure before the letter of intent, so the transaction structure and timetable are realistic from the outset.
Due diligence in a German target
German Mittelstand accounts are prepared under HGB, not IFRS or US GAAP. Provisions, leasing, capitalisation policies and owner-related items must be normalised before comparing multiples with your home market. Additional German specifics include works council rights, pension obligations (Pensionszusagen), collective bargaining agreements and long-notice employment contracts.
Financial: HGB-to-IFRS/US-GAAP bridge, quality of earnings, working capital
Legal: share chain, notarised transfers, change-of-control clauses
Tax: trade tax exposure, transfer pricing, VAT chain
HR: works council, pension commitments, key-person dependency
Can non-EU investors acquire German companies?
Yes. Germany permits foreign acquisitions, but non-EU acquirers face screening under the Foreign Trade Ordinance (AWV) from 25% voting rights, and from 10% in sensitive sectors. Clearance usually takes two to four months.
How do I find German companies that are actually for sale?
Most quality Mittelstand targets are never listed. They are found through direct, confidential approaches to owners in a succession situation — which is what a buy-side mandate with a local advisor delivers.
What does buy-side advisory cost?
A retainer covering the search phase plus a success fee on closing. The structure is agreed in advance and depends on transaction size and search complexity.