Insights

Buying Commercial Property in Germany

Structure, due diligence and the acquisition process for commercial property in Germany.

16 June 2026 | Reading time 4 min. | Author: Martin Neupert

Acquiring commercial property in Germany follows a clear but formally strict process. Structure and tax should be settled early, and the legal review completed before signing.

Asset deal or share deal

In an asset deal, the buyer acquires the property itself. In a share deal, it acquires the shares in the company holding the property. The structure determines real estate transfer tax, liability, financing and the scope of due diligence. While an asset deal generally separates the property from the wider corporate history, a share deal transfers the company together with its contracts, liabilities and tax risks.

Foreign investors also need to address practical questions: should a German acquisition vehicle be incorporated, how will the purchase be financed and which intra-group security will be used? The structure should be settled with legal and tax advisers before substantive contract negotiations begin. A later change is usually expensive and may disrupt financing or the transaction timetable.

Real estate due diligence

Legal due diligence starts with the land register. Ownership, land charges, easements, rights of way and other encumbrances need to be reviewed. The building-encumbrance register, permits and public-law restrictions show whether the existing and intended use is lawful. For properties with an industrial history, contamination and environmental risks deserve particular attention.

For income-producing property, the leases drive much of the value. Terms, extension options, indexation, maintenance, protection against competing tenants, security and outstanding claims should be tested against the business plan. It is also important to verify that amendments and material arrangements are sufficiently documented and to identify any early termination rights. The findings then need to be reflected in the purchase price mechanics, warranties and indemnities.

Notary, conveyance and purchase price maturity

A German property purchase agreement must be notarised. Signing does not, however, make the buyer the owner. A priority notice of conveyance is usually registered first to secure the buyer's claim to transfer of title. Existing encumbrances are then released, approvals obtained and the other contractual conditions for payment satisfied.

The purchase price is paid only once the notary confirms that it is due. Ownership passes later upon registration in the land register. This formal process protects both parties but requires realistic transaction planning. Financing documents, powers of attorney, foreign register extracts and any apostilles should be prepared in good time so that notarisation is not delayed by formalities.

About the author

Martin Neupert

Real Estate & Procurement Partner

Get in touch

Martin Neupert advises companies on public procurement and foreign trade law, on classified information protection and export control, and on access to security-related contracts.

Oresund Bridge over the sea with offshore wind turbines on the horizon

Buying commercial property in Germany?

Maxfeld.legal structures the acquisition, conducts the real estate due diligence and supports you through to registration of title in the land register.

Get in touch

Frequently Asked Questions on Buying Commercial Property

Asset deal or share deal: which is better for tax purposes?

That depends on the individual case, above all on real estate transfer tax. Both structures have advantages and disadvantages and should be reviewed from a tax perspective.

When is real estate transfer tax triggered?

On the acquisition of land and, under certain conditions, also on the acquisition of shares in property-holding companies.

Why is notarisation required?

A property purchase agreement must be notarised; without notarisation it is invalid.

What is a priority notice of conveyance?

A safeguard in the land register that protects the buyer's claim to the transfer of ownership until the buyer is registered as owner.

What should I look for in the leases?

Terms, indexation, protection against competing tenants, maintenance obligations and possible formal defects that could allow early termination.

Buying Commercial Property in Germany

Asset deal or share deal

Real estate due diligence

Notary, conveyance and purchase price maturity

About the author

Buying commercial property in Germany?

Frequently Asked Questions on Buying Commercial Property

More articles on this topic

Get in touch

Maxfeld.legal

Request brochure