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Share Transfer Agreement for Austria

Share Transfer Agreement Template for Austria

A legally binding agreement governed by Austrian law that documents and formalizes the transfer of shares from one party (the seller) to another (the buyer). The agreement details the terms and conditions of the share transfer, including the purchase price, payment terms, representations and warranties, and closing conditions. Under Austrian law, particularly the GmbH-Gesetz for limited liability companies and the Aktiengesetz for stock corporations, specific formal requirements must be met, including notarization in many cases. The document addresses tax implications, corporate approvals, and registration requirements under Austrian commercial law.

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What is a Share Transfer Agreement?

A Share Transfer Agreement is a crucial document used in Austrian corporate transactions to facilitate the legal transfer of company ownership through share sales. This document is essential when shareholders wish to sell their stake in a company, during corporate restructuring, or as part of succession planning. Under Austrian law, particularly for GmbHs (limited liability companies) and AGs (stock corporations), share transfers must comply with specific formal requirements, including notarization in many cases. The agreement must address various aspects including clear identification of the shares being transferred, purchase price mechanics, representations and warranties, and necessary corporate and regulatory approvals. It's particularly important to note that Austrian law imposes certain restrictions and formal requirements on share transfers, making local legal expertise essential in drafting and executing these agreements.

What sections should be included in a Share Transfer Agreement?

1. Parties: Identification of the transferor(s) and transferee(s), including full legal names, registration details for companies, and addresses

2. Background: Context of the transaction, description of the company whose shares are being transferred, and current ownership structure

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Transfer: Detailed description of the shares being transferred, including number, class, and nominal value

5. Purchase Price: Specification of the purchase price, payment terms, and payment mechanics

6. Closing: Conditions precedent, closing mechanics, and timing of the transfer

7. Representations and Warranties of the Seller: Seller's warranties regarding share ownership, authority to sell, and company-related matters

8. Representations and Warranties of the Buyer: Buyer's warranties regarding authority to purchase and ability to pay

9. Taxes and Costs: Allocation of transfer taxes, notary fees, and other transaction costs

10. Notices: Communication procedures between parties

11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

12. Miscellaneous: Standard provisions including severability, entire agreement, and amendments

What sections are optional to include in a Share Transfer Agreement?

1. Tag-Along Rights: Used when other shareholders are granted the right to join the transfer on same terms

2. Non-Competition: Include when seller is required to refrain from competing with the company post-transfer

3. Earn-out Provisions: When part of purchase price is contingent on future performance

4. Bank Guarantee: When payment security is required from buyer

5. Employee Matters: Required when seller has management role or employment relationship with company

6. Intellectual Property Rights: Important when seller has been involved in IP development

7. Interim Period Provisions: When there's a gap between signing and closing

8. Corporate Approvals: When specific shareholder or board approvals are required

What schedules should be included in a Share Transfer Agreement?

1. Share Certificate Details: Copies or details of share certificates being transferred

2. Company Information: Extract from commercial register, articles of association, and other corporate documents

3. Payment Schedule: If payment is to be made in installments or subject to conditions

4. Shareholder Resolutions: Required corporate approvals and consents

5. Existing Encumbrances: List of any existing pledges or encumbrances on the shares

6. Due Diligence Findings: Summary of key due diligence findings if relevant to warranties

7. Closing Checklist: List of all documents and actions required for closing

8. Power of Attorney: If required for execution of transfer or related documents

Authors

Alex Denne

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

Jurisdiction

Austria

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions


































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Relevant Industries

Financial Services

Manufacturing

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Real Estate

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Retail

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Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Treasury

Mergers & Acquisitions

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Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

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