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A Disclosure Letter details important facts and potential issues that a seller reveals to a buyer during a business transaction in Austria. It accompanies the main purchase agreement and helps protect sellers from future claims by documenting exceptions to their warranties and guarantees.

Under Austrian commercial law, this letter acts as a safeguard for both parties - buyers get a clear picture of any risks or limitations, while sellers can avoid liability for disclosed issues. Companies typically use it during mergers, acquisitions, and major asset sales to ensure transparency and reduce the risk of disputes after the deal closes.

Use a Disclosure Letter anytime your company plans to sell significant assets, merge with another business, or transfer ownership in Austria. This document becomes essential during due diligence, especially when dealing with complex properties, intellectual property rights, or ongoing legal matters that might affect the deal's value.

Creating this letter early in the transaction process helps identify potential deal-breakers and sets clear expectations. Austrian businesses often prepare it alongside their initial sale agreement, particularly when handling matters subject to regulatory oversight or when disclosing issues that could impact warranties. It proves especially valuable for technology companies, real estate developers, and manufacturing firms with complex operational histories.

• General Disclosure Letters cover basic company information, financial records, and operational matters
• Property-Specific Letters focus on real estate details, tenant agreements, and building compliance issues
• IP and Technology Letters detail software licenses, patents, and digital asset ownership
• Employee and HR Letters outline workforce matters, employment contracts, and benefit obligations
• Regulatory Compliance Letters address specific Austrian legal requirements, permits, and ongoing investigations

• Selling Companies: Prepare and submit the Disclosure Letter to protect themselves from future claims by documenting all known issues
• Corporate Lawyers: Draft and review the letter to ensure legal compliance and proper risk disclosure under Austrian law
• Buyers: Review disclosures to understand potential risks and limitations before completing the transaction
• Due Diligence Teams: Use the letter as a key reference document when investigating company assets and liabilities
• Board Members: Review and approve the final letter content as part of their governance responsibilities

• Gather Documents: Collect all contracts, licenses, financial statements, and regulatory filings from the past three years
• Review Warranties: Examine the main purchase agreement to identify which warranties need specific disclosures
• List Issues: Document all potential problems, ongoing disputes, and material facts that buyers should know
• Organize Content: Structure disclosures by topic (legal, financial, operational) following Austrian disclosure requirements
• Verify Details: Cross-check all statements with supporting documentation and internal stakeholders
• Draft Clearly: Use our platform to generate a precise, legally compliant letter that protects your interests

• Introduction: Clear statement identifying the seller, buyer, and transaction date
• Scope Statement: Define which warranties and representations the disclosures relate to
• General Disclosures: Company-wide matters affecting multiple warranties
• Specific Disclosures: Detailed exceptions to each warranty, organized by section number
• Supporting Documents: List of all attached evidence and documentation
• Governing Law: Explicit reference to Austrian law and jurisdiction
• Authentication: Signatures of authorized representatives, company seal, and date

A Disclosure Letter differs significantly from a Disclosure Agreement in both purpose and timing. While they both deal with sharing sensitive information, their roles in Austrian business transactions are distinct.

• Timing and Duration: Disclosure Letters are one-time documents used during specific transactions, while Disclosure Agreements establish ongoing obligations for information handling
• Legal Function: Disclosure Letters protect sellers by documenting exceptions to warranties, whereas Disclosure Agreements create mutual obligations to maintain confidentiality
• Content Focus: Letters detail specific facts about a company or transaction, while Agreements outline rules for handling confidential information
• Party Obligations: Letters primarily bind the seller to their disclosures, while Agreements create mutual responsibilities for all parties involved