Shares Sale And Purchase Agreement Template for Austria

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Shares Sale And Purchase Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Shares Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement under Austrian law for the acquisition of 100% shares in a private limited technology company, with completion scheduled for March 15, 2025, including specific provisions for intellectual property protection and employee retention."

Document background
The Shares Sale and Purchase Agreement is a crucial document used in corporate acquisitions and divestitures under Austrian law. It is employed when transferring ownership of company shares, whether for a partial or complete acquisition of a business. The agreement must comply with Austrian corporate law requirements, particularly the Stock Corporation Act (AktG) for public companies or the Limited Liability Companies Act (GmbHG) for private limited companies. It typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, closing conditions, and post-closing obligations. The document requires careful consideration of Austrian-specific legal requirements, including form requirements for share transfers, corporate approvals, and potential regulatory clearances. This agreement type is particularly important as it not only transfers ownership but also allocates risks between parties and provides the governance framework for the entire transaction.
Suggested Sections

1. Parties: Identification of seller(s) and buyer(s) with full legal details as required under Austrian law

2. Background: Context of the transaction, including company details and purpose of the agreement

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

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

5. Purchase Price: Detailed price structure, payment mechanisms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and actions required

9. Seller's Warranties: Representations and warranties given by the seller regarding the company and shares

10. Buyer's Warranties: Basic warranties from the buyer, including authority to enter into the transaction

11. Limitations on Liability: Limitations on warranty claims and general liability restrictions

12. Tax Matters: Tax-related warranties, indemnities, and allocation of tax risks

13. Confidentiality: Obligations regarding transaction confidentiality and public announcements

14. Notices: Format and delivery requirements for formal communications

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

16. Governing Law and Jurisdiction: Explicit confirmation of Austrian law application and jurisdiction arrangements

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Non-Competition and Non-Solicitation: Required when restricting seller's future business activities

3. Transitional Services: Needed when seller must provide continued services post-completion

4. Employee Matters: Specific provisions for key employee retention or transfer arrangements

5. Real Estate: Special provisions when company owns significant real estate assets

6. Intellectual Property: Detailed IP provisions when company has significant IP assets

7. Bank Financing: Required when purchase is dependent on external financing

8. Environmental Matters: Needed for companies with environmental risks or obligations

9. Data Protection: Specific provisions for companies processing significant personal data

10. Merger Control: Required when transaction needs competition authority approval

Suggested Schedules

1. Details of the Company: Corporate information including registration details and share capital structure

2. Warranties: Detailed warranties about the company, its business and assets

3. Completion Obligations: Detailed list of documents and actions required at completion

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

5. Intellectual Property Rights: List of IP rights owned or licensed by the company

6. Material Contracts: Summary of key commercial contracts

7. Employee Information: Details of employees and their terms of employment

8. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals

9. Data Room Index: Index of documents disclosed during due diligence

10. Completion Accounts Principles: Accounting principles for completion accounts preparation

11. Tax Deed: Detailed tax indemnity terms and exceptions

12. Bank Account Details: Account details for payment of purchase price

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

Financial Services

Healthcare

Retail

Energy

Telecommunications

Professional Services

Construction

Agriculture

Transportation

Media and Entertainment

Consumer Goods

Industrial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Strategic Planning

Business Development

Corporate Secretariat

Treasury

Integration

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Head of Mergers & Acquisitions

Finance Director

Legal Director

Company Secretary

Investment Director

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Tax Director

Business Development Director

Strategy Director

Industries
Austrian Civil Code (ABGB - Allgemeines bürgerliches Gesetzbuch): Provides the fundamental principles of contract law, including formation, interpretation, and enforcement of contracts, as well as general provisions on sales agreements
Stock Corporation Act (AktG - Aktiengesetz): Regulates the transfer of shares in stock corporations (AG), including restrictions on transfer, form requirements, and shareholder rights
Limited Liability Companies Act (GmbHG - GmbH-Gesetz): Governs the transfer of shares in limited liability companies, including formal requirements and potential transfer restrictions
Commercial Code (UGB - Unternehmensgesetzbuch): Contains provisions relevant to commercial transactions and business-related aspects of share transfers
Austrian Merger Control Act (Part of the Cartel Act 2005): Determines whether the transaction requires merger control clearance based on turnover thresholds and market impact
Company Register Act (FBG - Firmenbuchgesetz): Specifies requirements for registering share transfers and ownership changes in the company register
Capital Transfer Tax Act (KVG - Kapitalverkehrsteuergesetz): Covers potential tax implications of share transfers and capital transactions
Income Tax Act (EStG - Einkommensteuergesetz): Regulates tax implications for private sellers of shares and general taxation aspects of share deals
Corporate Income Tax Act (KStG - Körperschaftsteuergesetz): Addresses taxation aspects for corporate entities involved in share transactions
Due Diligence and Disclosure Requirements (Various Sources): Legal framework regarding seller's disclosure obligations and buyer's due diligence rights
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

Find the exact document you need

Agreement For Sale Of Property

An Austrian law-governed agreement documenting the legal transfer of real property ownership between parties, including terms, conditions, and registration requirements.

find out more

Sell Agreement Form

An Austrian-law governed sales agreement template for documenting and formalizing sale transactions, compliant with Austrian legal requirements.

find out more

Manufactured Home Purchase Agreement

An Austrian law-governed agreement for the purchase and sale of manufactured homes, detailing transaction terms, specifications, and compliance requirements.

find out more

Exclusive Sales Contract

Austrian law-governed agreement establishing exclusive distribution rights and obligations between a supplier and distributor within a defined territory.

find out more

Deed Of Sale Of Absolute Sale

An Austrian law-compliant notarized document that transfers absolute ownership of property from seller to buyer, meeting all requirements for land registry registration.

find out more

Selling Contract

An Austrian law-governed contract documenting the sale and transfer of ownership of goods, property, or rights between parties.

find out more

Selling A Car With Payments Contract

An Austrian law-governed agreement for the sale of a vehicle with installment payments, including vehicle details, payment terms, and ownership transfer conditions.

find out more

Deed Of Sale Form

An Austrian law-compliant document that formally transfers property ownership from seller to buyer, incorporating all necessary legal requirements and notarization provisions.

find out more

Absolute Deed Of Sale Of Motor Vehicle

An Austrian law-governed document that establishes the complete and unconditional transfer of motor vehicle ownership from seller to buyer.

find out more

Shares Sale And Purchase Agreement

An Austrian law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including all key transaction terms and regulatory requirements.

find out more

Home Selling Contract

An Austrian law-governed contract for the sale and purchase of residential property, requiring notarization and compliance with ABGB requirements.

find out more

Real Estate Purchase Agreement

An Austrian law-governed agreement for the sale and purchase of real estate property, requiring notarization and land register registration.

find out more

Home Purchase Agreement

An Austrian law-governed agreement for the sale and purchase of real estate property, including terms for transfer of ownership and registration requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.