Closing
The completion of the transaction at which, once all conditions are satisfied, the shares are transferred and the purchase price is paid.
Closing (completion) is the day on which title to the object of sale actually passes. It requires the satisfaction of all conditions precedent, such as merger-control clearances or necessary consents. At closing the completion actions agreed in the share purchase agreement are carried out step by step.
Closing follows signing in time, unless the two coincide (simultaneous signing and closing). To secure settlement the purchase price is often handled through an escrow account. For a GmbH the transfer of shares is recorded in a notarial deed.
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This explanation gives a general overview of Austrian law and does not replace advice in an individual case. The specific circumstances of your transaction are always decisive.
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Signing
The execution of the share purchase agreement, by which the parties become contractually bound; the transfer itself follows at closing.
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Conditions precedent
Suspensive conditions that must be satisfied between signing and closing before the transaction is completed.
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Escrow
The holding of part of the purchase price by a neutral third party to secure claims arising after closing.
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Share purchase agreement (SPA)
The central agreement governing the acquisition of a business (share or asset deal), covering the object of sale, purchase price, warranties and completion.
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