The approval process is ready for signing.
The approval process is ready for signing. The finding should be aligned with data room, purchase price and SPA.
Corporate law & exit
Corporate approvals before signing: shareholders, supervisory board and advisory board in an acquisition
Corporate approvals before signing: review shareholders, supervisory board, advisory board, authority, SPA conditions and liability.
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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.
21 August 2026 · Mag. Bernhard Brandauer, Rechtsanwalt
The commercial deal may be fully negotiated and still not be ready for signing. Articles, shareholders agreements, rules of procedure, supervisory board or advisory board may require internal approvals.
This post does not repeat signing authority or GmbH share transfers. It focuses on the approval roadmap before signing.
Deal review
Does this point need specific contract protection before signing?
The questions classify risk, data room and SPA effect.
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Do internal documents or bodies require approval before signing?
Approvals may arise from articles, shareholder agreements, rules of procedure or board resolutions.
All paths at a glance
Overview of all answers.
Some resolutions or evidence need precision before signing.
Some resolutions or evidence need precision before signing. Before signing, documents, responsibilities and legal consequences should be refined.
Missing approvals can endanger signing, closing and liability.
Missing approvals can endanger signing, closing and liability. Without clarification, purchase price, liability and integration risks arise.
The point does not currently drive the deal.
Still document the assumption in the data room and check whether a short warranty is sufficient.
Review sources of approval requirements systematically
Review sources of approval requirements systematically
Approval requirements do not only come from statutes. They often arise from articles, shareholders agreements, rules of procedure, financing documents or internal policies. The deal plan should capture these sources before the final SPA. In parallel, signing authority must be reviewed separately.
Prepare resolutions as closing documents
Prepare resolutions as closing documents
Resolutions should cover object, price logic, signatory, powers of attorney and material annexes. Otherwise a gap arises between internal approval and the signed agreement.
Review matrix
Connect finding, risk and contract effect
The overview shows how the deal finding is translated into transaction documents.
| Point | Review | Contract effect |
|---|---|---|
| Shareholders Consent rights, shareholders agreement, majority | Resolution and evidence | |
| Supervisory board Rules of procedure, thresholds | Approval before signing | |
| Advisory board Advice or approval | Clarify role | |
| Power of attorney Signatory and scope | Signing certainty |
The concrete solution depends on structure, sector, data room and bargaining position.
Practice point: Approval documents should not be searched for on the closing day. Early resolutions avoid renegotiation on conditions, powers and liability.
FAQ
Common questions on corporate approvals before signing: shareholders, supervisory board and advisory board in an acquisition.
Is the managing director signature always enough? +
Not always. External authority must be distinguished from internal approval requirements.
Can approval be obtained after signing? +
That depends on the document and contract structure. A clear roadmap before signing is safer.
Where does approval belong in the SPA? +
Depending on risk as signing requirement, closing condition, warranty or closing deliverable.
Topics
Corporate approvalsSigningShareholdersSupervisory boardBusiness acquisition
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