Asset deal
Acquisition of a business by purchasing its individual assets (plant, inventory, contracts, receivables) rather than the company shares.
In an asset deal the buyer purchases the assets and usually selected liabilities of a business, but not the legal entity itself. Each asset must be transferred individually (singular succession). Contracts with third parties pass only with their consent. The buyer can selectively choose which assets and obligations to assume, which allows deliberate risk control. The alternative structure is the share deal.
For tax purposes the asset deal permits a step-up in book values and therefore future depreciation potential. Note the statutory liability for assumed business debts under Austrian law (section 1409 ABGB), the carrying-on of the firm under section 38 UGB and the employment-law transfer of business under AVRAG.
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Legal basis
Statutory texts for orientation; the version in force at the relevant time prevails.
This explanation gives a general overview of Austrian law and does not replace advice in an individual case. The specific circumstances of your transaction are always decisive.
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Share deal
Acquisition of a business by purchasing the shares (for example GmbH shares) in the legal entity, which continues with all its assets and liabilities.
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Transfer of business
The passing of a business or part of a business to a new owner, which in particular triggers employment-law protections.
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Due diligence
The careful examination of the target company before the purchase from a legal, tax, financial and operational perspective.
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Share purchase agreement (SPA)
The central agreement governing the acquisition of a business (share or asset deal), covering the object of sale, purchase price, warranties and completion.
Structuring a deal, reviewing a contract, securing the risks?
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