Checklist

SPA negotiation

The purchase agreement (share purchase agreement) decides the allocation of risk. This checklist guides you through the central negotiation points of a company purchase agreement.

The SPA governs what is bought, at what price and with which securities. The core elements are the warranty catalogue, the liability limits and the indemnities. They allocate the risks from due diligence between buyer and seller.

This checklist is a guide and does not replace an assessment of the individual case. It helps you to keep the key clauses in view and to conduct the negotiation in a structured way.

Work through the negotiation points. You can tick off each point; the status is stored on your device. Use the buttons to print or reset the list.

What matters legally

In a share deal with GmbH shares, the assignment requires a notarial deed (§ 76 GmbHG). The contractual warranty catalogue regularly replaces the statutory warranty, which is why its precise design decides the liability of the seller.

Caps, baskets and limitation periods limit warranty liability; indemnities shift individual risks entirely to the seller. Which limits and securities are appropriate depends on the purchase price, the risk situation and bargaining power.

This checklist is a general guide to the Austrian legal position (as of June 2026) and makes no claim to completeness or legal certainty. It does not replace advice in the individual case and is not a finished legal document.

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Your law firm

BRANDAUER Rechtsanwälte

Salzburg law firm for corporate, company and transaction law

Every transaction is handled by a coordinated team of lawyers, legal staff and specialists. In company acquisition matters we look at structure, contract, tax and liability together.