We make your transaction secure
Selling your own company can be a sensible decision, but it also requires careful planning—so you can find the right buyer, increase the company’s value, ensure a smooth handover, and achieve the purchase price you want.
Through our specializations in corporate, contract and business law, we combine in-depth expertise across several areas of law that are important for the sale of a company, in order to support you optimally throughout the process. In addition, thanks to our broad client base, we may be able—as your advisors—to put you in touch with potential investors.
As a Vienna-based lawyer, we support small and medium-sized enterprises (SMEs), start-ups, family businesses and growing companies in Austria as a strong advisor and partner.
Rely on experience and expertise.
As a lawyer specializing in company sales, we support SMEs and family businesses, and we also advise and represent management in connection with the sale of business units within corporate groups. To date, we have acted equally often for both the buyer and the seller side.
50.000 – 15.000.000 €
We have provided legal support for the sale of many companies in a price range from €50,000 to €15,000,000.
4 – 10
Company sales per year – with an upward trend. Of these, 80% are share deals (transfer of shares) and 20% are asset deals (asset purchase / business transfer).
13
Company sales since the firm was founded in 2024.
We support you with these services
Company sale
- Accompaniment
- Processing
Company acquisition
- Accompaniment
- Processing
Contracts
- Creation
- Examination
- z. e.g. purchase and assignment agreements
Due diligence audits
- for buyers
- for sellers
Consulting
- on all legal issues relating to the sale of a company
- to increase sales opportunities
- opportunities to increase the purchase price
Negotiations
- Preparation
- Support
What we offer you
In-house support
From the initial consultation to the final sale, we accompany you 100% personally and directly in our office. We not only know your concerns, but also your face. In doing so, we always work together with your tax advisors and/or M&A advisors.
Specialization
As lawyers, we specialize in corporate, contract and commercial law. Our knowledge of these three areas of law makes us a strong partner when selling a company. We always take a results-oriented approach.
Time
You can’t plan a company succession in five minutes. That’s why we take a lot of time for you and your company at every meeting. We are happy to answer any questions you may have!”
What you should consider when selling
If you want to sell your company, you should keep a few aspects in mind right from the start. You should not neglect these five points in particular:
1. start early
Selling a company can take some time – a year or more is not uncommon. Buyers must be sought and found, employees prepared and tax-related questions answered.
As a lawyer, we therefore advise you to deal with the whole process at an early stage.
2. date of sale
To get the maximum purchase price, you need to find the right time for the sale. If your company is in financial difficulties (liquidity problems), the sale proceeds will be lower than they could be at another time.
However, the general economic situation can also have an influence: In a growth phase, you have a better chance of achieving higher proceeds.
3. strategy & training
Who will take responsibility for the company in the future? As the seller, do you still have some form of shareholding? In the case of a GmbH: Who will receive how many shares? You need a strategy for all these questions, which you also need to discuss with the buyer.
You should also clarify together how the training will be organized: How much of your expertise does the buyer still need in the initial period? How much do you need to be involved at the beginning?
4. are there deal breakers?
Deal breakers can quickly cause a company sale to fail. These are company problems that deter potential buyers.
Liquidity problems, lack of growth potential, economic dependence of the company on a few customers or outdated products are among the most common deal breakers we have seen in our firm.
But problems with employees can also prevent a sale.
5. Costs & More
Every company sale incurs costs for both the buyer and the seller:
- Company valuation
- Due diligence audit
- Advice (tax advice, lawyer, etc.)
- Preparation of necessary documents (e.g. company exposé, purchase agreement, letter of intent, etc.)
- Costs for the notary
6. Taxes
The taxes incurred are also often underestimated. How high these turn out to be is influenced by various factors. This starts with the legal form (GmbH, OG, GesbR, etc.) and extends to the taxation of the final capital gain.
As a rule, the following taxes apply:
- Income taxes: personal income tax or corporate income tax on the capital gain
VAT - Real estate transfer tax, if applicable: if real estate is transferred or 95% of the shares in a real-estate-owning company are consolidated
- Legal transaction fee, if applicable: may arise when receivables are assigned
To keep taxes as low as possible, tax reductions may be available through allowances, reduced tax rates and tax-neutral reorganizations. I would also be happy to advise you individually on this point so that you find the best economic solution while remaining legally compliant.
Why are companies sold?
There can be many different reasons why entrepreneurs sell their company:
- Pension: If you want to retire but don’t want to close the company, a sale is a logical step.
- Health: In the event of health problems or increasing stress, a company succession is also often sought.
- Family: The desire for more time with the family can also lead to the wish to sell the company.
- Finances: Reasons such as financial problems or a surprisingly good purchase offer are not uncommon.
- Regulations: New regulations can also mean that it is no longer worthwhile continuing the business.
- Competition: If this becomes too great and the company is about to be squeezed out of the market, many decide to sell.
As specialized lawyers for M&A (Mergers & Acquisitions), we are at your side as advisors and partners.
Whether you want to sell your company or buy one: We use our specialized know-how to find the best solution for you.
Before, during & after the sale – you should ask yourself these questions
In order to find the best solution for you and your company succession, we would like to give you a few thoughts to help you on your way:
- Personal preparation: Am I prepared for the sale? What do I want to do when the company is sold?
- Preparation of the company: Are the company, customers, employees and stakeholders prepared?
- Participation: How much do I want to be involved in the day-to-day running of the business after the sale?
- Risks: Are there any legal risks that prevent the sale? What taxes do I have to pay in Austria when I sell or buy? Can this become a problem?
- Alternatives: Is there another form of business succession besides selling the company that I have not considered, but which might be a better fit?
Legal framework for company sales (M&A) in Austria.
Company sales (mergers & acquisitions) in Austria are shaped by an interplay of civil law (ABGB), corporate/commercial law (UGB, GmbHG), regulatory law (KartG, InvKG) and tax-law provisions.
In practice, the structure is implemented through complex sets of agreements, whose clauses (due diligence, closing conditions, warranties) are fitted into the national legal framework by case law.
In addition, there are rules for mergers/concentrations and for companies in critical sectors:
- If a transaction/merger exceeds certain turnover thresholds (domestic turnover thresholds > EUR 30 million) (Section 9(1) Cartel Act 2005), a filing with the Austrian Federal Competition Authority (Bundeswettbewerbsbehörde) is required. The transaction may only be completed after clearance; until then, an implementation ban applies (“gun jumping”).
- The acquisition of an Austrian company in critical sectors by foreign persons (non‑EU/EEA/Swiss) requires approval by the Ministry of Economic Affairs if the investor reaches certain voting rights thresholds (10%, 25%, 50%) or otherwise obtains controlling influence over the company (Sections 1 and 2 Investment Control Act, InvKG).
I would be happy to advise you individually on which legal framework applies in your specific case and what you need to consider.
From the letter of intent to liability.
A company acquisition (share deal or asset deal) in Austria is governed by the general contract-law provisions of the ABGB as well as specific corporate-law formal requirements (e.g. the requirement of a notarial deed for transfers of GmbH shares).
1. Pre-contractual stage: Letter of Intent (LOI)
This documents the status of the negotiations so far and is a first step on the way to a planned contract. At this point, there is not yet any final contractual commitment, and negotiations can be terminated by either side at any time—even if this causes loss to the other party. In certain circumstances, however, this may exceptionally give rise to liability for damages (culpa in contrahendo).
2. Share Purchase Agreement (SPA): Formal requirements and legal nature.
The main agreement. The transfer of shares in a GmbH requires a notarial deed (mandatory form). In contrast, under the FlexKapG, the transfer of shares can—by way of derogation—also be effected by an instrument drawn up by a notary or a lawyer.
3. Purchase price determination and earn-out.
For a purchase agreement to be concluded, the parties must agree on the предмет of purchase and the purchase price. However, the purchase price does not yet have to be set as an exact numerical amount; it only needs to be determinable. Earn-out clauses can be agreed upon in a sale. This means that a base purchase price is set, and an additional portion of the purchase price depends on the company’s future performance.
4. Warranty, guarantees (R&Ws), and indemnities.
The statutory warranty period here is also three years. In addition to warranty claims, damages may be claimed in the event of fault.
5. Limitation of liability
Contracts must be interpreted fairly, as regards liability, and in accordance with the principle of good faith. Hidden or extremely broad liability traps that completely and unjustifiably release one contracting party from responsibility will not stand up in court.
Arnulf Schaunig
Company sale: advice from a legal expert
I am Arnulf Schaunig, lawyer for corporate, company and contract law.
Thanks to our in-depth knowledge of these areas of law, my team and I can support you as a strong partner and advisor on legal issues when selling or buying a company.
We support you throughout the entire M&A process, draw up contracts, assist with negotiations and carry out due diligence reviews. We are also happy to advise you on when it makes sense for you to continue the company and when it makes sense to sell it.
Simply arrange a free initial consultation at our law firm in Vienna – together we will find a solution to your problem.
In-depth expertise for complex issues
FAQ
How does a lawyer support company sales?
A lawyer supports the entire company sale process—from legal review and contract structuring to negotiations with buyers. They identify legal risks, draft or review purchase agreements, and ensure that the transaction is handled in a legally secure manner and in the best interests of the seller or the buyer.
What is an asset deal?
An asset deal is a transfer of a business. Anyone who acquires a business and continues to operate it assumes, pursuant to Section 38(1) UGB, the business-related legal relationships at the time of the transfer. This also means that contracts and employees are taken over. With regard to liability, the acquirer is liable for the debts belonging to the business that they knew or should have known about, up to the value of the assets acquired (Section 1409 ABGB).
What is a Share Deal?
This is a transfer of shares. Important: The transfer of GmbH shares must be executed in the form of a notarial deed (Section 76(2) GmbHG). There is also a prohibition on the repayment/return of capital contributions. This means the purchase price may not be financed from the target company’s funds (e.g., via upstream guarantees or loans).
What is a Letter of Intent (LOI)?
The term “Letter of Intent” refers to an instrument of contract law that is prepared as a first step in the course of a planned contract, in order to record the current status of negotiations and distinguish it from points that are still open.
How binding is a Letter of Intent?
According to the intention reflected in the case law, an LOI is not regarded as a declaration that creates a contract; rather, it implies that no binding offer has yet been made with respect to the intended main agreement (SPA). An agreement is only assumed once there is consensus on all contractual provisions.
However, if a written memorandum (pointation) already contains the key terms and nothing indicates that the parties intend to conclude the contract only in the future, this memorandum itself already creates rights and obligations (Section 885 ABGB).
Can I still withdraw from negotiations after the Letter of Intent?
Yes. As long as no agreement has been reached, either party is entitled to terminate the negotiations, even if this causes loss to the other party.
However, withdrawing from concluding the contract without good reason may, in exceptional cases, give rise to liability for damages (culpa in contrahendo) if specific duties to inform or protect have been breached—for example, if one party has already incurred obligations in reliance on a statement.
Are there any formal requirements when buying a company?
Yes. The transfer of GmbH shares, as well as an obligation to assign such shares in the future, must be executed in the form of a notarial deed (Section 76(2) GmbHG).
What is an earn-out?
An earn-out clause is an agreement used in the sale of a company under which part of the purchase price depends on the company’s future performance. A base purchase price is initially agreed upon, together with additional payments to the seller if certain targets—such as a specific level of revenue or number of customers—are achieved.
Warranty: What are genuine and non-genuine guarantees?
A “genuine guarantee” (Section 880a ABGB) exists where the seller guarantees a specific outcome or assumes the risk of future loss, irrespective of fault. This goes beyond the statutory warranty obligations.
By contrast, a mere “guarantee undertaking” (non-genuine guarantee agreement) is often simply an express assumption or extension of the otherwise applicable statutory warranty obligations.
What taxes apply to the sale of a company?
The sale of a company is primarily subject to income taxes (personal income tax or corporate income tax) on the capital gain, as well as VAT. Real estate transfer tax is triggered when real estate is transferred or in the case of share deals involving a transfer of 95% or more of the shares.
How can I save tax when selling a company?
To legally reduce their tax burden, individuals carrying out asset deals may claim the tax allowance of EUR 7,300, spread the capital gain over three years, or apply the half-average tax rate (e.g. from the age of 60). In addition, tax-neutral reorganizations (e.g. transferring the business into a GmbH) may be used in advance to optimize the tax burden, while always observing the general anti-abuse provision under Section 22 BAO.