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A Share Purchase Agreement is a legally binding contract used when buying or selling company shares in Austria. It sets out the key terms of the share transfer, including the exact purchase price, payment conditions, and when ownership will change hands. Under Austrian corporate law, this agreement must be in writing and typically requires notarization for private limited companies (GmbH).

Beyond the basic sale terms, these agreements protect both parties by including warranties about the company's condition, any limitations on liability, and specific conditions that must be met before closing. They often contain confidentiality clauses and non-compete provisions, which are particularly important under Austrian competition law. The agreement becomes your main reference point if any disputes arise later.

Use a Share Purchase Agreement when buying or selling shares in an Austrian company, especially for significant ownership transfers. This agreement becomes essential for both private deals and corporate acquisitions where you need to document the exact terms of the share transfer and protect all parties involved.

The agreement proves particularly valuable when dealing with complex share structures, multiple sellers, or staged payments. Austrian law requires written documentation for share transfers in GmbH companies, making this agreement mandatory. It's also crucial when you need specific warranties about the company's financial status, pending litigation, or intellectual property rights - common concerns in technology and manufacturing sectors.

• Simple Share Purchase Agreement: Basic version for straightforward share transfers between two parties, ideal for small private transactions
• Share Sale And Purchase Agreement: Comprehensive version with detailed warranties and representations, suited for larger corporate transactions
• Share Subscription And Shareholders Agreement: Combined agreement covering both new share issuance and shareholder rights
• Stock Buy Back Agreement: Specialized version for when a company repurchases its own shares from existing shareholders
• Shareholder Purchase Agreement: Focused on transfers between existing shareholders, often including specific rights and obligations

• Shareholders (Sellers): Current owners of company shares who want to transfer their ownership, including majority stakeholders and minority investors in Austrian GmbHs or AGs
• Buyers: Private individuals, investment firms, or companies looking to acquire shares, often requiring due diligence rights and warranties
• Corporate Lawyers: Draft and review the Share Purchase Agreement, ensuring compliance with Austrian corporate law and stock exchange regulations
• Company Directors: Often involved in approving share transfers and providing company-related warranties
• Notaries: Required under Austrian law to authenticate share transfers in GmbH companies
• Financial Advisors: Help structure the deal and verify financial aspects of the transaction

• Company Details: Gather complete corporate information, including registration numbers, share capital structure, and current ownership percentages
• Share Information: Document the exact number and class of shares being transferred, including any associated rights or restrictions
• Purchase Terms: Define the purchase price, payment schedule, and any earn-out mechanisms or adjustments
• Due Diligence: Review company financial statements, contracts, and potential liabilities before finalizing terms
• Regulatory Requirements: Check Austrian merger control thresholds and necessary regulatory approvals
• Notarization Planning: Schedule appointment with an Austrian notary for GmbH share transfers
• Document Generation: Use our platform to create a legally-sound agreement that includes all mandatory elements under Austrian law

• Party Details: Full legal names, addresses, and registration numbers of all buyers, sellers, and the company
• Share Description: Precise details of shares being transferred, including class, nominal value, and percentage of total capital
• Purchase Price: Clear statement of consideration, payment terms, and any price adjustment mechanisms
• Warranties: Standard Austrian corporate warranties about company status, share ownership, and financial position
• Conditions Precedent: Required approvals, consents, or regulatory clearances before closing
• Signing Requirements: Notarization provisions for GmbH transfers as required by Austrian law
• Governing Law: Explicit statement choosing Austrian law and jurisdiction
• Representations: Statements about seller's authority and share ownership status

A Share Purchase Agreement differs significantly from a Shareholder Agreement, though they're often confused in Austrian corporate transactions. While both deal with company ownership, their purposes and timing are distinct.

• Primary Purpose: Share Purchase Agreements handle the one-time transfer of shares between parties, while Shareholder Agreements govern ongoing relationships between multiple shareholders
• Timing of Effect: Share Purchase Agreements operate during the sale transaction, while Shareholder Agreements remain active throughout the shareholders' relationship
• Key Content: Share Purchase Agreements focus on purchase price, warranties, and transfer conditions. Shareholder Agreements cover voting rights, dividend policies, and exit mechanisms
• Legal Requirements: Under Austrian law, Share Purchase Agreements for GmbH shares require notarization, while Shareholder Agreements generally don't
• Party Scope: Share Purchase Agreements involve buyers and sellers, while Shareholder Agreements bind all company shareholders