Transfer of business
The passing of a business or part of a business to a new owner, which in particular triggers employment-law protections.
The transfer of business is relevant above all in an asset deal. If a business or part of a business passes to a new owner, the employment relationships pass to the acquirer by operation of law with all rights and obligations under section 3 AVRAG. Employees can object to the transfer under certain conditions.
In addition, contract-law consequences may arise: where the firm is carried on, the acquirer is liable under section 38 UGB for assumed business-related debts and in principle takes over the contractual relationships that are not excluded. There is also liability for business debts under section 1409 ABGB. These liability issues must be reflected in the share purchase agreement.
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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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Asset deal
Acquisition of a business by purchasing its individual assets (plant, inventory, contracts, receivables) rather than the company shares.
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Company register (Firmenbuch)
The public register in which companies and their legally relevant circumstances are recorded and published in Austria.
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Non-compete clause
A contractual undertaking by the seller not to compete with the sold business for a defined period.
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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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