The most important national laws on the acquisition of businesses in Austria are the Commercial Code (UGB) and the Trade Regulations Act (GewO).
The New Companies (Special Assistance) Act (NeuFöG) is intended to help reduce the costs associated with establishing and acquiring 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 (ABGB) and Article 38 of the Austrian Commercial Code (UGB).
Types of acquisition
Businesses can be acquired in the following ways:
- by gift;
- by inheritance;
- by purchase;
- by transfer;
- by annuity payment;
- under a lease.
Steps in the acquisition process
Sole proprietorships can usually be acquired for a fixed price. For limited companies, this depends on the legal form.
For partnerships, part of the business can only be sold if this is expressly provided for in the Partnership Agreement or all partners agree.
There are two processes for private limited companies under Austrian law (Gesellschaften mit beschränkter Haftung, GmbH):
- Transfer of the company’s assets (sale): the company or parts of it are sold in several transactions that transfer 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 acquiring 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 a sole proprietorship or company 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 tax authorities and an application must be submitted for a tax ID number within the first four weeks.
Reorganisation means merger, change of legal form, absorption of assets, consolidation, partnership dissolution and demerger. In this case, the entitlement to carry on the business passes to the successor.
In case of 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 this owner; however, either party may terminate these contracts within a certain period.
One-stop shops for advice
Business registration is now offered as a one-stop process by the Business Start-Up Service of the Austrian Federal Economic Chamber. In many cases this allows founders to register their businesses immediately after the start-up consultation, providing they have all the necessary documentation.
Information about acquiring a business 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 providing support for business development and innovation. It provides a range of support for business start-ups and acquisitions, including funding for small and medium-sized enterprises.