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Business Purchase Agreement
I need a business purchase agreement for acquiring a small retail business in Vienna, including terms for the transfer of inventory, existing lease agreements, and a clause for a 30-day transition period where the current owner will assist in the handover. The agreement should also outline payment terms, including an initial deposit and subsequent installments.
What is a Business Purchase Agreement?
A Business Purchase Agreement spells out the terms and conditions when you're buying or selling a company in Austria. This legally binding contract covers everything from the purchase price and payment terms to the transfer of assets, employees, and business licenses under Austrian commercial law (Unternehmenskaufvertrag).
Beyond just stating the sale price, it protects both parties by clearly defining what's included in the deal - from physical inventory and equipment to intellectual property and customer contracts. The agreement also addresses important Austrian legal requirements like workers' rights (AVRAG), tax obligations, and any necessary regulatory approvals, making it an essential tool for smooth business transitions.
When should you use a Business Purchase Agreement?
Use a Business Purchase Agreement when acquiring or selling any company or substantial business assets in Austria. This is essential for major transactions like buying a retail chain, manufacturing facility, or professional practice. The agreement becomes particularly important when dealing with complex assets, intellectual property rights, or employee transfer obligations under AVRAG regulations.
Austrian law requires detailed documentation for business transfers exceeding €100,000, making this agreement vital for tax compliance and legal protection. It's especially crucial when inheriting family businesses, merging companies, or during strategic expansions where proper transfer of licenses, permits, and contractual obligations needs careful documentation under Austrian commercial code.
What are the different types of Business Purchase Agreement?
- Business Share Purchase Agreement: Used for buying company shares while leaving the business structure intact, common in Austrian GmbH transactions
- Business Sales Agreement: Covers complete business asset transfers, including equipment, inventory, and customer lists
- Business Purchase Contract: Detailed version for complex transactions involving real estate and intellectual property
- Commercial Agreement Of Purchase And Sale: Comprehensive format for large-scale commercial acquisitions with multiple locations
- Confidentiality Agreement For Sale Of Business: Protects sensitive information during sale negotiations
Who should typically use a Business Purchase Agreement?
- Business Owners/Sellers: Must provide accurate company information, financial statements, and guarantee business representations under Austrian law
- Buyers/Investors: Perform due diligence, secure financing, and ensure compliance with Austrian acquisition regulations
- Corporate Lawyers: Draft and review agreements, ensure compliance with Austrian commercial code, and protect client interests
- Tax Advisors: Structure deals for optimal tax efficiency under Austrian tax laws and handle reporting requirements
- Notaries: Authenticate signatures and certify documents as required by Austrian law for business transfers
- Works Council Representatives: Review employee transfer terms under AVRAG when business ownership changes
How do you write a Business Purchase Agreement?
- Company Details: Gather complete business registration documents, commercial register extracts, and current shareholder information
- Asset Inventory: List all physical assets, intellectual property, contracts, and licenses being transferred
- Financial Records: Collect past three years' financial statements, tax returns, and current liabilities
- Employee Information: Document all employment contracts, benefits, and AVRAG transfer obligations
- Due Diligence: Review pending litigation, regulatory compliance, and environmental assessments
- Purchase Terms: Define payment structure, warranties, and post-sale obligations clearly
- Digital Solution: Use our platform to generate a legally compliant agreement that includes all required Austrian legal elements
What should be included in a Business Purchase Agreement?
- Party Information: Full legal names, business registration numbers, and authorized representatives of buyer and seller
- Purchase Object: Detailed description of business assets, shares, or rights being transferred
- Price Structure: Purchase price, payment terms, and any earn-out provisions under Austrian commercial code
- Transfer Specifics: Timeline, handover procedures, and required regulatory approvals
- Employee Provisions: AVRAG-compliant terms for staff transfers and existing employment contracts
- Warranties: Seller's representations about business condition, liabilities, and compliance status
- Governing Law: Explicit reference to Austrian law and jurisdiction for dispute reֱ
- Digital Solution: Our platform automatically includes all these elements in compliance with Austrian legal requirements
What's the difference between a Business Purchase Agreement and a Business Acquisition Agreement?
Let's compare a Business Purchase Agreement with a Business Acquisition Agreement. While they might seem similar, there are important differences under Austrian law that affect which one you should use.
- Scope and Structure: Business Purchase Agreements typically focus on transferring specific assets and operations, while Business Acquisition Agreements cover broader corporate restructuring, including management transitions and post-merger integration
- Legal Requirements: Purchase agreements must meet Austrian commercial code requirements for asset transfers, while acquisition agreements need additional corporate law compliance for structural changes
- Due Diligence Depth: Purchase agreements require standard business verification, while acquisition agreements demand more extensive investigation into corporate structure and relationships
- Employee Impact: Purchase agreements focus on AVRAG-compliant staff transfers, while acquisition agreements often involve more complex workforce integration planning
- Timeline and Process: Purchase agreements typically have shorter completion periods, while acquisition agreements involve longer integration phases and regulatory approvals
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