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A Stock Purchase Agreement is the key legal contract used when buying or selling shares in an Austrian company (Aktiengesellschaft). It spells out all the important details of the share transfer, including the exact price, number of shares, and when the sale will happen.

Under Austrian corporate law, this agreement protects both buyers and sellers by clearly stating their rights and responsibilities. It typically includes warranties about the company's financial health, any conditions that must be met before closing, and how to handle disputes. Most Austrian companies also include specific clauses about competition law compliance and reporting requirements to the Financial Market Authority (FMA).

Use a Stock Purchase Agreement any time you're buying or selling shares in an Austrian company—from small private transactions to major corporate acquisitions. This document becomes essential when transferring ownership stakes, especially in deals involving multiple shareholders or complex payment terms.

The agreement proves particularly valuable during corporate restructuring, mergers, or when Austrian investors join your company. It helps navigate important FMA regulations and creates a clear paper trail for tax authorities. Common trigger points include startup funding rounds, employee stock programs, and situations where maintaining precise documentation of share ownership changes is crucial for regulatory compliance.

• Basic Share Transfer: The simplest form used for straightforward stock sales between two parties, focusing on price and transfer terms
• Venture Capital SPA: Enhanced version with detailed warranties and representations, commonly used for startup investments in Austria
• Employee Stock Purchase: Specialized agreement for company share programs, including vesting schedules and performance conditions
• M&A Purchase Agreement: Comprehensive version for corporate acquisitions, with extensive due diligence provisions and Austrian competition law compliance
• International SPA: Adapted for cross-border transactions, incorporating EU regulations and Austrian reporting requirements

• Company Shareholders: Current owners selling their stock, including majority stakeholders and minority investors
• Potential Buyers: New investors, venture capital firms, or corporations looking to acquire shares in Austrian companies
• Corporate Lawyers: Draft and review the Stock Purchase Agreement to ensure compliance with Austrian corporate law
• Company Directors: Oversee and approve share transfers, especially in regulated industries
• Financial Advisors: Help structure deals and ensure proper valuation of shares
• Regulatory Bodies: The FMA and other authorities who monitor significant share transfers in Austrian companies

• Company Details: Gather accurate corporate information, including registration numbers and share structure from the Austrian Business Register
• Share Information: Document the exact number and class of shares being transferred, current ownership, and agreed price
• Due Diligence: Review company financials, existing shareholder agreements, and any transfer restrictions
• Regulatory Requirements: Check FMA reporting obligations and competition law thresholds
• Payment Terms: Outline the payment schedule, escrow arrangements, and any earn-out provisions
• Documentation: Use our platform to generate a compliant Stock Purchase Agreement that includes all mandatory Austrian legal requirements

• Party Details: Full legal names and addresses of buyers, sellers, and the company under Austrian law
• Share Specifics: Precise description of shares, including class, number, and nominal value
• Purchase Price: Clear payment terms, timing, and any adjustments or earn-out mechanisms
• Warranties: Standard Austrian corporate warranties about share ownership and company status
• Transfer Mechanics: Process for executing the share transfer in the company register
• Governing Law: Explicit reference to Austrian law and jurisdiction for disputes
• Regulatory Compliance: FMA notification requirements and competition law provisions

The key difference between a Stock Purchase Agreement and a Stock Option Agreement lies in their timing and purpose. While both deal with company shares, they serve distinct functions in Austrian corporate law.

• Immediate vs. Future Rights: A Stock Purchase Agreement transfers ownership immediately, while a Stock Option Agreement grants the right to buy shares at a predetermined price in the future
• Purpose: Stock Purchase Agreements are used for direct share transfers in acquisitions or investments, while Stock Option Agreements typically serve as employee incentives or strategic business arrangements
• Legal Requirements: Stock Purchase Agreements must meet immediate FMA reporting obligations, while Option Agreements focus on future exercise conditions and vesting schedules
• Documentation: Purchase Agreements require current share valuation and immediate transfer mechanics, whereas Option Agreements need detailed exercise terms and expiration dates