Business Share Purchase Agreement Template for Austria

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Key Requirements PROMPT example:

Business Share Purchase Agreement

"I need a Business Share Purchase Agreement under Austrian law for the acquisition of a mid-sized manufacturing company, where the purchase price will be paid in installments with the final payment in March 2025, and we need to include specific warranties about intellectual property rights and environmental compliance."

Document background
The Business Share Purchase Agreement is a crucial document used in corporate transactions under Austrian law when one party wishes to acquire ownership of shares or business interests in a company from another party. It serves as the primary transaction document that outlines all essential terms and conditions of the share transfer, including purchase price, payment terms, warranties, and indemnities. The agreement must comply with Austrian corporate law requirements, particularly those set out in the GmbHG for limited liability companies or the AktG for stock corporations. It typically results from detailed negotiations and due diligence, and requires careful consideration of tax implications, regulatory approvals, and specific Austrian formal requirements such as notarization for certain types of transfers. The document is essential for both private and public company transactions and provides a legally binding framework for completing the share transfer while protecting the interests of all parties involved.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration details, and addresses

2. Background: Context of the transaction, description of the target company, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the shares being sold, purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

6. Pre-Completion Obligations: Obligations of the parties between signing and completion, including conduct of business requirements

7. Completion: Mechanics of completion, including timing, location, and actions required

8. Warranties: Seller's warranties regarding the shares, target company, and business

9. Limitations on Liability: Limitations on seller's liability for warranty breaches and claims

10. Tax Matters: Tax-related warranties, indemnities, and obligations

11. Confidentiality: Obligations regarding confidential information and announcements

12. Notices: Process and requirements for giving notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Price Adjustment: Mechanisms for adjusting the purchase price based on completion accounts or other metrics - used when price is not fixed

2. Non-Competition: Restrictions on seller's competing activities - used when seller could pose competitive threat

3. Employee Matters: Specific provisions regarding employees - used when there are significant employment considerations

4. Intellectual Property: Specific IP-related provisions - used when IP is material to the business

5. Real Estate: Specific provisions regarding property - used when real estate is material to the business

6. Bank Financing: Provisions relating to third-party financing - used when purchase is externally financed

7. Earn-out: Provisions for additional future payments based on performance - used when part of purchase price is contingent

8. Environmental Matters: Environmental warranties and indemnities - used for businesses with environmental risks

Suggested Schedules

1. Details of the Target Company: Corporate information, shareholding structure, and key details of the target company

2. Conditions Precedent: Detailed list of all conditions precedent to completion

3. Warranties: Full set of seller's warranties

4. Disclosed Documents: List of documents disclosed against the warranties

5. Properties: Details of real estate owned or leased by the target company

6. Intellectual Property: Details of IP owned or licensed by the target company

7. Material Contracts: List and details of key contracts

8. Employees: Information about employees and their terms of employment

9. Completion Actions: Detailed list of actions required at completion

10. Form of Resignation Letters: Template resignation letters for outgoing directors

11. Data Room Index: Index of documents provided in due diligence

12. Completion Accounts Principles: Accounting principles for preparation of completion accounts

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Real Estate

Retail

Healthcare

Financial Services

Professional Services

Energy

Infrastructure

Telecommunications

Media

Transportation

Construction

Agriculture

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Treasury

Strategy

Business Development

Executive Leadership

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Lawyer

Finance Director

Investment Manager

Business Development Director

Company Secretary

Tax Director

Risk Manager

Compliance Officer

Corporate Development Manager

Investment Banker

Transaction Advisory Partner

Industries
Austrian Civil Code (ABGB - Allgemeines Bürgerliches Gesetzbuch): Fundamental law governing contracts, legal transactions, and general civil law principles applicable to share purchase agreements
Austrian Limited Liability Companies Act (GmbHG - GmbH-Gesetz): Specific regulations regarding the transfer of shares in limited liability companies, including form requirements and transfer restrictions
Austrian Stock Corporation Act (AktG - Aktiengesetz): Regulations concerning the transfer of shares in stock corporations, if the target company is an AG (stock corporation)
Austrian Commercial Code (UGB - Unternehmensgesetzbuch): General provisions regarding commercial transactions and business relationships
Austrian Merger Control Act (Part of the Kartellgesetz): Regulations regarding merger control and antitrust considerations for larger transactions
Austrian Income Tax Act (EStG - Einkommensteuergesetz): Tax implications for share transfers and capital gains
Austrian Corporate Income Tax Act (KStG - Körperschaftsteuergesetz): Corporate tax implications for share transfers and related corporate restructuring
Austrian Stamp Duty Act (GebG - Gebührengesetz): Regulations regarding stamp duties and other transaction-related fees
Austrian Company Register Act (FBG - Firmenbuchgesetz): Requirements for registration of share transfers and company changes in the commercial register
Austrian Data Protection Act (DSG - Datenschutzgesetz): Regulations regarding the handling of personal and business data during due diligence and transaction processes
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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