Transfer of shares
The assignment of GmbH shares, which in Austria requires the form of a notarial deed.
The transfer of shares is the legal passing of GmbH shares from the seller to the buyer and thus the core conveyancing step of the share deal. Under section 76 GmbHG both the obligation and the disposition require a notarial deed; without this form the transfer is ineffective.
The new shareholder is only legitimated towards the company once notified; the change is entered in the company register. The economic terms, warranties and completion follow from the share purchase agreement; the transfer itself usually takes place at closing.
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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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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.
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Company register (Firmenbuch)
The public register in which companies and their legally relevant circumstances are recorded and published in Austria.
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Closing
The completion of the transaction at which, once all conditions are satisfied, the shares are transferred and the purchase price is paid.
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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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