Share deal
Acquisition of a business by purchasing the shares (for example GmbH shares) in the legal entity, which continues with all its assets and liabilities.
In a share deal the buyer acquires the shares in the company. The legal entity stays identical, so all contracts, permits and liabilities continue unchanged. This simplifies the transfer compared with the asset deal, but shifts the risk of hidden legacy issues onto the buyer. A thorough due diligence is therefore essential.
For an Austrian GmbH the transfer of shares requires a notarial deed under section 76 GmbHG. The buyer protects itself through warranties and indemnities in the share purchase agreement. Existing change-of-control clauses in contracts must also be reviewed.
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Legal basis
Statutory texts for orientation; the version in force at the relevant time prevails.
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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Asset deal
Acquisition of a business by purchasing its individual assets (plant, inventory, contracts, receivables) rather than the company shares.
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Transfer of shares
The assignment of GmbH shares, which in Austria requires the form of a notarial deed.
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Due diligence
The careful examination of the target company before the purchase from a legal, tax, financial and operational perspective.
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Change of control
A contract clause granting a contracting party special rights (such as termination or consent) on a change of control in the other company.
Structuring a deal, reviewing a contract, securing the risks?
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