Takeovers - Austria
The main national laws for taking over businesses in Austria are the Austrian Commercial Code (UGB) and the Austrian Trade Act (GewO).
The New Companies Promotion Act (NeuFöG) is intended to help reduce the costs associated with setting up and taking over businesses.
The Commercial Register Act sets out the contents and purpose of the Commercial Register and associated obligations.
Before taking over a business, the following points must be considered:
- Legal form and name of the business.
- Main issues of liability. These are set out in Article 1409 of the Austrian Civil Code and Article 38 of the Austrian Commercial Code (UGB).
Types of takeover
Businesses can be taken over in the following ways:
- by gift;
- by inheritance;
- by purchase;
- by transfer;
- by annuity payment;
- under a lease.
Steps in the takeover process
Individual enterprises can usually be acquired for a fixed price. For corporations this depends on the legal form.
For partnerships, part of the business can only be sold if this is expressly provided for in the Memorandum of Association or all partners agree.
There are two processes for Limited Liability Companies (Gesellschaften mit beschränkter Haftung, GmbH):
- Transfer of the assets of the company (sale): the company or parts of it are sold in several transactions to transfer the individual assets.
- Transfer of shares to the parties responsible for the company (assignment): the Memorandum of Association stipulates whether the shares in the company can be sold as a whole or individually.
Retiring business owners need to plan the transfer of their business in advance.
Some standard requirements to be completed when taking over a business are the same as when setting up a new business.
The following steps are necessary when taking over a business:
A legal form must be selected:
Once the legal form has been selected, the business must be registered with the relevant business authority (district authorities or magistrate).
Transferring an individual enterprise or corporation that is registered in the Commercial Register.
Registration with the social security authority
The business must be registered with the social security authority for industry within the first four weeks.
Registration for tax purposes
Information concerning the nature of the business’s activities must be registered with the fiscal authorities and a tax ID number must be applied for within the first four weeks.
Reorganisation means amalgamation, change of corporate form, investment in kind, merger, de facto division and split. In this case, the entitlement to carry on the business passes to the successor.
Following continuation, the business is operated by another person. The right of continuation is subject to certain conditions.
In the case of the transfer of a business, the employer changes: employment automatically passes to the acquirer.
If a business passes to a new owner, the existing insurance contracts also pass to him; however, either party may cancel these contracts within a certain period of time.
One-stop shops for advice
Business registration is now offered as a one-stop process by the founder service of the Austrian Federal Economic Chamber. In many cases this allows founders to register their businesses straight after the founder advisory stage, if they have all the necessary documentation.
Information about taking over businesses for people living and working in Austria is available from the Business Service Portal USP and the Austrian Federal Economic Chamber.
The Österreichische Hotel und Tourismusbank (Austrian hotel and tourist industry bank) provides funding for the tourist industry.
Austria Wirtschaftsservice (AWS) is a governmental body for financing and promoting businesses and innovation in industry. It provides a range of funding for setting up and taking over businesses, including funding for small and medium-sized enterprises.
Check also the legislation on this topic in: