Minimum protection is useful even if numbers are not price-critical.
Buyers should still check whether accounts were prepared under Austrian UGB, whether methods were applied consistently and whether material deviations were disclosed.
Agreement & warranties
Accounts warranty in an Austrian business acquisition
Accounts warranty in an Austrian SPA: annual accounts, interim accounts, disclosure, claim notice and liability mechanics.
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.
28 July 2026 · Mag. Bernhard Brandauer, Rechtsanwalt
The accounts warranty is one of the most important economic warranties in an SPA. It determines whether the buyer may rely on annual accounts, interim accounts or management accounts and how later accounting errors are handled.
This is not a general warranty catalogue. It separates the accounts warranty from locked box, closing accounts and valuation and explains which statements must be robust.
Austrian UGB accounts are often the starting point. Disclosure letter, knowledge qualifiers and claim mechanics then determine practical enforceability. For the broader system, see our SPA warranty catalogue.
Review the SPA
Will your accounts warranty work in a dispute?
Answer two questions on financial basis and claim mechanics.
Already know you want to get in touch? Go straight to the enquiry form.
Does the purchase price rely on annual or interim accounts?
The more price-relevant the numbers are, the more precise the accounts warranty must be.
All paths at a glance
Overview of all answers.
The accounts warranty is structured. Claim mechanics now matter.
If accounts date, disclosure and liability are aligned, the claim notice should clearly state how the buyer must notify and quantify breaches.
The accounts warranty needs refinement before signing.
A broad statement that accounts are correct is often not enough. Specify accounts date, standards, consistency, provisions and disclosed exceptions.
What the accounts warranty does in the SPA
What the accounts warranty does in the SPA
The accounts warranty connects financial due diligence with legal liability. It converts accounting information into a concrete seller promise.
Typical statements concern UGB preparation, consistent valuation, completeness of material provisions and absence of undisclosed liabilities.
Distinguishing locked box and closing accounts
Distinguishing locked box and closing accounts
In a locked box, a historic accounts date is central. The buyer takes economic risk from that date but protects against leakage and wrong figures. Our article on locked box and closing accounts explains the price logic.
With closing accounts, the price is adjusted after closing. The accounts warranty still matters because it addresses wrong starting numbers, method changes and undisclosed risks.
How accounting loss and claim notice interact
How accounting loss and claim notice interact
An accounts warranty loss does not arise from every reclassification. The question is whether the agreed statement was breached and caused a recoverable economic disadvantage.
The claim notice must allow the seller to review cause, amount and breached warranty. Disclosure in the disclosure letter may limit claims if accepted by the buyer.
Review matrix
Structure the accounts warranty precisely
These points should not remain generic.
| Point | Contract question | Risk |
|---|---|---|
| Date Which accounts apply? | Annual or interim accounts | Unclear financial basis |
| Standard Prepared under which rules? | UGB and consistency | Method changes |
| Provisions Are risks fully recorded? | Employees, disputes, taxes | Later burden |
| Receivables Are receivables recoverable? | Age, default, collectability | Overpriced deal |
| Claim notice How must claims be made? | Time, content, evidence | Loss of claim |
An accounts warranty is only as strong as its definitions, exceptions and claim mechanics.
Caution: Review accounts warranty and disclosure letter together. Disclosed facts can limit later warranty claims.
FAQ
Accounts warranty in a business acquisition.
What is an accounts warranty in an SPA? +
It is a seller promise that certain accounts or financial information were prepared under agreed rules and contain no material undisclosed errors.
Does it replace financial due diligence? +
No. Due diligence identifies risks before signing. The accounts warranty allocates liability if the agreed financial basis later proves wrong.
Why is the claim notice important? +
The buyer usually must notify a claim within agreed periods and with sufficient detail. A vague notice may be weak in a dispute.
Further reading
Further topics on SPA liability
SPA warranty catalogue
Warranty and liability overview.
Disclosure letter
Disclosure as a liability boundary.
Locked box and closing accounts
Purchase price logic and accounts date.
Business valuation
EBITDA, multiple and normalisations.
Brandauer News
New articles and legal updates from the firm by email.
Topics
Accounts warrantyAnnual accountsSPAInterim accountsClaim notice
Structuring a deal, reviewing a contract, securing the risks?
When buying a company, structure, review and contract decide. Call us directly or send an email, callback within one business day.
Contact
A direct line to the firm.
Address
BRANDAUER Rechtsanwälte GmbH Giselakai 51 5020 Salzburg
Phone
+43 662 6280000