In German real estate transactions, a “share deal” means that the buyer does not purchase the property directly. Instead, the buyer acquires shares in the company that owns the property. Legally, the property remains with that company, but economically the investor gains control over the real estate through the acquisition of the company. The German Federal Ministry of Finance describes share deals as transactions involving the acquisition of shares in a real-estate-owning company.

This is different from an “asset deal,” where the land or building itself is transferred directly to the buyer. In practice, a share deal can produce a similar economic result to a direct property acquisition, but the legal structure is different.

Share deals became especially important in Germany because they were often used in connection with real estate transfer tax. Germany tightened these rules in 2021: the relevant threshold was reduced from 95% to 90%, and the period was extended from five years to ten years. This means that a share deal may still trigger real estate transfer tax depending on the percentage acquired, the timing, the legal form of the company, and whether ownership is direct or indirect.

A simple example: if a GmbH owns a building in Berlin and an investor buys the shares of that GmbH instead of buying the building itself, that is a share deal.

In one sentence:
A share deal means buying the company that owns the property, instead of buying the property itself.