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Share Transfer Agreement Template for Austria

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Key Requirements PROMPT example:

Share Transfer Agreement

"I need a Share Transfer Agreement under Austrian law for the sale of 100% shares in my tech startup to a German corporation, with payment to be made in three installments by March 2025, including non-compete provisions."

Document background
A Share Transfer Agreement is a crucial document used in Austrian corporate transactions to facilitate the legal transfer of company ownership through share sales. This document is essential when shareholders wish to sell their stake in a company, during corporate restructuring, or as part of succession planning. Under Austrian law, particularly for GmbHs (limited liability companies) and AGs (stock corporations), share transfers must comply with specific formal requirements, including notarization in many cases. The agreement must address various aspects including clear identification of the shares being transferred, purchase price mechanics, representations and warranties, and necessary corporate and regulatory approvals. It's particularly important to note that Austrian law imposes certain restrictions and formal requirements on share transfers, making local legal expertise essential in drafting and executing these agreements.
Suggested Sections

1. Parties: Identification of the transferor(s) and transferee(s), including full legal names, registration details for companies, and addresses

2. Background: Context of the transaction, description of the company whose shares are being transferred, and current ownership structure

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Transfer: Detailed description of the shares being transferred, including number, class, and nominal value

5. Purchase Price: Specification of the purchase price, payment terms, and payment mechanics

6. Closing: Conditions precedent, closing mechanics, and timing of the transfer

7. Representations and Warranties of the Seller: Seller's warranties regarding share ownership, authority to sell, and company-related matters

8. Representations and Warranties of the Buyer: Buyer's warranties regarding authority to purchase and ability to pay

9. Taxes and Costs: Allocation of transfer taxes, notary fees, and other transaction costs

10. Notices: Communication procedures between parties

11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

12. Miscellaneous: Standard provisions including severability, entire agreement, and amendments

Optional Sections

1. Tag-Along Rights: Used when other shareholders are granted the right to join the transfer on same terms

2. Non-Competition: Include when seller is required to refrain from competing with the company post-transfer

3. Earn-out Provisions: When part of purchase price is contingent on future performance

4. Bank Guarantee: When payment security is required from buyer

5. Employee Matters: Required when seller has management role or employment relationship with company

6. Intellectual Property Rights: Important when seller has been involved in IP development

7. Interim Period Provisions: When there's a gap between signing and closing

8. Corporate Approvals: When specific shareholder or board approvals are required

Suggested Schedules

1. Share Certificate Details: Copies or details of share certificates being transferred

2. Company Information: Extract from commercial register, articles of association, and other corporate documents

3. Payment Schedule: If payment is to be made in installments or subject to conditions

4. Shareholder Resolutions: Required corporate approvals and consents

5. Existing Encumbrances: List of any existing pledges or encumbrances on the shares

6. Due Diligence Findings: Summary of key due diligence findings if relevant to warranties

7. Closing Checklist: List of all documents and actions required for closing

8. Power of Attorney: If required for execution of transfer or related documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


































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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Professional Services

Retail

Healthcare

Energy

Transportation

Telecommunications

Media & Entertainment

Construction

Agriculture

Mining

Education

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Treasury

Mergers & Acquisitions

Business Development

Board Secretariat

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Managing Director

Finance Director

Compliance Officer

Corporate Lawyer

Investment Manager

M&A Director

Business Development Manager

Tax Manager

Board Member

Company Director

Shareholder Relations Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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