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Focus area · Company purchase

Share deal or asset deal.

The fundamental choice in every transaction and its consequences for liability, taxes and completion.

BRANDAUER Rechtsanwälte
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.

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Every company transaction starts with the question of structure. Is the business acquired as a whole by buying the shares (share deal) or do you buy individual assets and contracts (asset deal)? The answer shapes liability, the tax burden and the entire structure of the contract.

Both routes lead to ownership of the business, but the legal and tax consequences differ fundamentally. We clarify the structure before you sign a term sheet or a letter of intent, because later corrections are expensive and rarely complete.

The guide below helps you assess your starting position. It does not replace an examination of the individual case, but it sharpens your eye for the choices made early on.

Assess your situation

Share deal or asset deal, what fits your transaction?

Answer one or two questions about role and priority. You will receive a first, non-binding assessment of your situation.

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01 Question 1

Are you on the buyer or the seller side?

The choice of structure affects both sides, but buyers and sellers often pursue opposing interests on liability and taxes.

All paths at a glance

Overview of all answers.

01

The asset deal allows targeted selection of assets but demands care on transfer.

If you want to leave liabilities behind, the asset deal is often the right route: you buy individual assets and contracts that are precisely described in the contract. Unwanted risks generally remain with the seller.

Mind the flip side: each contract to be taken over generally needs the consent of the other party, employment relationships pass under the rules on transfer of business (AVRAG), and acquirer liability for business debts may apply under sections 38 et seq UGB and section 14 BAO. We describe the assets precisely and secure the transfers.

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02

The share deal secures continuity but shifts the weight to due diligence and the warranty catalogue.

If the business is to continue without third-party consents, this points to the share deal: you buy the shares, the company continues as a legal entity, and contracts and permits carry on unchanged.

Because the liability of the company passes with it, due diligence, the warranty catalogue, indemnities and purchase price adjustments take centre stage. The transfer of GmbH shares requires a notarial deed in Austria. We review the target and secure the identified risks in the contract.

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03

Sellers often prefer the share deal as a clean break but must align the structure with the buyer and the tax position.

As a seller, many find the share deal more favourable because it allows a clean break and hands over the company together with its liabilities. In return, the buyer will push for a robust warranty catalogue.

The structure also decides your tax burden. Align the share deal and the asset deal with your tax adviser before you sign a term sheet. We structure the transaction so that liability and tax consequences remain calculable for you.

Start the deal risk profile →
The structures compared

Share deal and asset deal side by side

Both routes lead to the business but distribute liability, effort and tax consequences differently. The matrix orders the key differences.

Share deal and asset deal compared across the central criteria
Criterion Share deal Asset deal
Object Object of sale The shares in the company, the business passes as a whole Individually described assets and contracts
Liability Historic liabilities Pass with the company, secured through warranties Generally remain with the seller, exceptions under UGB and BAO
Transfer Completion and form Share transfer, for the GmbH by notarial deed Individual transfer, contracts need the partners consent
Staff Employees Remain unchanged, the employer is the same company Transfer under the rules on transfer of business (AVRAG)
Tax Tax effect Often preferred by the seller, no new depreciation potential Can open up depreciation potential for the buyer

The table offers an overview and does not replace an examination of the individual case. Which structure fits depends on the sector, the risk profile and the tax position of the parties.

The share deal: buying the shares

In a share deal you acquire the shares in the company, for example the shares in a GmbH or the stock of an AG. The company continues to exist as a legal entity, and contracts, permits and employment relationships carry on unchanged. For the buyer this means continuity, but it also means taking on the historic liabilities of the company.

Because the liability of the company passes with it, due diligence is central to a share deal. Known and hidden risks are secured in the contract through a warranty catalogue, indemnities and purchase price adjustments. The transfer of GmbH shares requires a notarial deed in Austria.

The asset deal: buying individual assets

In an asset deal you do not buy the company but individual assets such as equipment, inventory, trademark rights or customer contracts. What passes over is precisely described in the contract. This allows you to take on only the valuable parts and to leave unwanted risks behind.

However, the asset deal involves more effort on transfer: each contract that is to be taken over generally needs the consent of the other party. Employment relationships pass under the rules on transfer of business (AVRAG). The precise description of the assets is also decisive, so that nothing is left behind unintentionally.

Liability, taxes and employees

The choice of structure decides on liability for historic debts, on the tax treatment of purchase price and depreciation as well as on the transfer of employees. In an asset deal the acquirer may be liable for business debts under sections 38 et seq UGB and section 14 BAO.

For tax purposes the asset deal can open up depreciation potential for the buyer, while the seller often perceives the share deal as more favourable. These interests frequently conflict. We coordinate the structure with your tax adviser and record the result cleanly in the contract.

Process and required documents

A transaction usually begins with a letter of intent or a term sheet, followed by due diligence, contract negotiation and closing. Even the term sheet sets cornerstones that are hard to move later. That is why the structural question belongs settled before the first papers are signed.

On the documents side you need a commercial register extract, the articles of association, annual accounts, key contracts and, in an asset deal, a complete list of the assets to be taken over. For the GmbH share transfer a notarial deed must be prepared, and in an asset deal the consents of the contracting parties must be obtained.

Warning signs and next steps

Caution is warranted when the structure is fixed without tax coordination, when the object of sale in an asset deal remains vague or when a robust warranty catalogue is omitted in a share deal. Consent reservations in important contracts, so-called change-of-control clauses, are also often overlooked.

The sensible next step is a brief assessment of your starting position and alignment with your tax adviser. We discuss the structure before you commit and accompany the transaction from the letter of intent to closing.

This page gives a general overview of Austrian law (legal status June 2026) and does not replace advice in an individual case. The specific circumstances of your transaction are always decisive.

Frequent questions

Common questions.

What is the key difference between a share deal and an asset deal? +

In a share deal you buy the company with everything that belongs to it, in an asset deal only the expressly described assets. Different liability and tax consequences follow from this.

What form does the transfer of GmbH shares require? +

The assignment of shares in an Austrian GmbH requires a notarial deed. We prepare the contract and coordinate the appointment with the notary.

Do employees automatically transfer when a company is bought? +

In a share deal the employment relationships remain unchanged, because the employer is still the same company. In an asset deal they transfer under the rules on transfer of business, provided the business as such is continued.

In an asset deal, am I really not liable for old debts? +

In principle the liabilities remain with the seller. There are exceptions, however: acquirer liability under sections 38 et seq UGB where the business is continued, and liability for taxes under section 14 BAO may apply. We examine this case by case and cushion it contractually.

In depth

Tools and terms on this focus area

Deal risk profile

The interactive tool orders your starting position and shows which structure and safeguards fit your plan.

Acquirer liability (sections 38 et seq UGB)

When the buyer in an asset deal must answer for business debts despite the individual transfer.

Transaction structure checklist

The points that should be settled between a share and an asset deal before the term sheet is signed.
Related focus areas

This may also be relevant.

Due diligence

The structured review of the target company before purchase: spotting legal, tax and commercial risks before the purchase price is fixed.

Company purchase agreement (SPA)

The share or asset purchase agreement at the heart of the deal: obligations, closing conditions, completion and protection cleanly drafted.

Warranties and indemnities

Warranty catalogues, independent guarantees, liability caps and indemnities. Who is liable for what, for how long and up to which amount.

Clarify the structure of your transaction?

We discuss the share deal and the asset deal with a view to liability, taxes and completion. Call us or send an email.

+43 662 6280000 [email protected] Book initial consultation (72 euros)
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BRANDAUER Rechtsanwälte GmbH Giselakai 51 5020 Salzburg