Takeovers - Austria

Updated 10/2010

Legal requirements

The main national laws for taking over businesses in Austria are the Austrian Commercial Code (UGB) and the Austrian Trade Act (GewO).

Austrian Commercial Code (UGB)
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.

New Companies Promotion Act (NeuFöG)

The Commercial Register Act sets out the contents and purpose of the Commercial Register and associated obligations.

Commercial Register Act (FBG)

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).
Description of business
Austrian Commercial Code (UGB)
Austrian Civil Code

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.

Selling on — Austria

Some standard requirements to be completed when taking over a business are the same as when setting up a new business.

Start-ups — Austria

Administrative procedures

Registration

The following steps are necessary when taking over a business:

A legal form must be selected:

Choice of legal form
Business registration form

Once the legal form has been selected, the business must be registered with the relevant business authority (district authorities or magistrate).

Business registration (individual enterprises, regulated trades)
Business registration (individual enterprises, unregulated trades)
Business registration (corporations, regulated trades)
Business registration (corporations, unregulated trades)
Insurance declaration for business operators and partners [365 KB]
Business registration
Setting up a business online — Individual enterprise business
Name or company name change — registration

Transferring an individual enterprise or corporation that is registered in the Commercial Register.

Transferring an individual enterprise that is registered in the Commercial Register
Transferring a 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.

Social security authority (SVA) — registration (individual enterprises)
Social security authority (SVA) — registration (corporations)
Business registration

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.

Fiscal authorities — registration (individual enterprises)
Fiscal authorities — registration (corporations)
FinanzOnline

Additional procedures

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.

Legal succession after reorganisation

Following continuation, the business is operated by another person. The right of continuation is subject to certain conditions.

Legal succession on continuation

In the case of the transfer of a business, the employer changes: employment automatically passes to the acquirer.

Transfer of employment

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.

Acquiring insurance contracts

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.

Setting up a business online — Individual enterprise business

Resources

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.

Information about taking over businesses in the USP
Business Start-Up Service of the Austrian Federal Economic Chamber

Programmes

The Österreichische Hotel und Tourismusbank (Austrian hotel and tourist industry bank) provides funding for the tourist industry.

Österreichische Hotel- und Tourismusbank

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.

AWS — company-related business, technology and innovation funding
AWS funding for business founders
Federal Act on Special Assistance for Small and Medium-Sized Enterprises

Check also the legislation on this topic in:

Takeovers - Austria