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A Buy-Sell Agreement sets clear rules for what happens to business ownership shares when a partner leaves, dies, or wants to sell. In Austria, these agreements (also called Gesellschaftervereinbarungen) protect companies by preventing unwanted third parties from taking control and ensuring smooth ownership transitions.

Under Austrian corporate law, these binding contracts specify how company shares are valued, who can buy them, and the payment terms. They're especially important for GmbHs (limited liability companies) and family businesses, where owners want to keep the business within a trusted group. The agreement typically works alongside the company's Articles of Association and must comply with Austrian Civil Code requirements.

The right time to create a Buy-Sell Agreement is when you're starting a business with partners or bringing new shareholders into an existing Austrian company. It's particularly crucial for family-owned GmbHs and partnerships where maintaining control within a specific group is important.

This agreement becomes essential during major business changes: when a partner wants to retire, faces bankruptcy, or during divorce proceedings. Having it ready before these events saves significant legal costs and prevents disputes. Austrian business owners often create these agreements alongside their initial company formation documents to ensure clear succession planning and maintain business continuity.

• Business Purchase And Sale Agreement: Comprehensive agreement for complete business transfers, including assets, liabilities, and operational control
• Business Purchase Agreement Contract: Focused specifically on share transfers between existing partners or to new investors
• Buyout Agreement: Structured for partner exits, retirement planning, or forced buyouts under Austrian corporate law
• Agreement To Purchase Contract: Simplified version for straightforward ownership transfers, commonly used in smaller GmbHs

• Business Partners: Co-owners of Austrian GmbHs and OGs who need to protect their interests and define exit strategies
• Family Business Owners: Multi-generational enterprises planning succession and maintaining family control over company shares
• Corporate Lawyers: Draft and review agreements to ensure compliance with Austrian corporate law and tax regulations
• Business Notaries: Authenticate and register Buy-Sell Agreements, especially for GmbH share transfers
• Tax Advisors: Structure agreements to optimize tax implications for both buyers and sellers under Austrian tax law

• Company Details: Gather current ownership structure, Articles of Association, and company register extracts
• Valuation Method: Define how company shares will be valued, considering Austrian accounting standards
• Trigger Events: List specific circumstances that activate the agreement, like retirement or incapacity
• Payment Terms: Outline funding sources, installment options, and insurance requirements
• Stakeholder Input: Get all owners' agreement on key terms before using our platform to generate a legally-sound document
• Notary Review: Prepare documentation for mandatory notarial authentication under Austrian GmbH law

• Party Identification: Full legal names and details of all shareholders, matching company register records
• Transfer Triggers: Clear definition of events activating the agreement (death, retirement, bankruptcy)
• Valuation Method: Specific formula or process for determining share price under Austrian accounting standards
• Payment Terms: Detailed purchase price structure, payment schedule, and funding mechanisms
• Notarial Requirements: Format and content meeting Austrian notarial authentication standards
• Governing Law: Explicit reference to Austrian corporate law and jurisdiction for dispute resolution

While both documents deal with business ownership changes, a Buy-Sell Agreement differs significantly from a Asset Purchase Agreement. Understanding these distinctions helps Austrian business owners choose the right tool for their needs.

• Purpose and Scope: Buy-Sell Agreements focus on future ownership transfers between existing partners, while Asset Purchase Agreements handle one-time sales of specific business assets
• Timing and Activation: Buy-Sell Agreements remain dormant until triggered by specific events (death, retirement), whereas Asset Purchase Agreements take effect immediately upon signing
• Legal Structure: Buy-Sell Agreements typically modify company bylaws and require notarial authentication under Austrian GmbH law; Asset Purchase Agreements function as standalone contracts
• Valuation Methods: Buy-Sell Agreements include predetermined formulas for share valuation, while Asset Purchase Agreements focus on current market values of specific assets