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Quota Purchase Agreement for Austria

Quota Purchase Agreement Template for Austria

This document is an Austrian law-governed Quota Purchase Agreement used for the transfer of shares (quotas) in Austrian limited liability companies (GmbH). It provides a comprehensive framework for the sale and purchase of company shares, including detailed provisions for purchase price, warranties, representations, conditions precedent, and completion mechanics. The agreement must comply with specific Austrian legal requirements, including mandatory notarization, and addresses key aspects such as transfer restrictions, tax implications, and corporate governance matters under Austrian corporate law.

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What is a Quota Purchase Agreement?

The Quota Purchase Agreement is a crucial legal document used in Austrian business transactions for transferring ownership of shares (quotas) in limited liability companies (GmbH). This agreement is essential when selling or acquiring partial or full ownership of an Austrian company, requiring compliance with specific formalities under Austrian law, including mandatory notarization. The document addresses various aspects of the transaction, including purchase price determination, payment terms, warranties, representations, and conditions precedent. It's particularly important as share transfers in Austrian GmbHs have strict legal requirements and must be properly documented to ensure validity and enforcement. The agreement typically includes comprehensive provisions protecting both parties' interests and ensuring compliance with Austrian corporate law, tax regulations, and commercial requirements.

What sections should be included in a Quota Purchase Agreement?

1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses

2. Background: Context of the transaction, including details of the target company and the quota (shares) being transferred

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

4. Sale and Purchase: Core transaction terms including the quota being sold and purchase price

5. Purchase Price: Detailed provisions on consideration, payment method, and timing

6. Conditions Precedent: Any conditions that must be satisfied before completion

7. Completion: Process and requirements for closing the transaction

8. Seller's Warranties: Representations and warranties given by the seller regarding the quota and company

9. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement

10. Tax Matters: Allocation of tax liabilities and responsibilities

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of Austrian law and jurisdiction

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

15. Execution: Signature blocks and execution formalities

What sections are optional to include in a Quota Purchase Agreement?

1. Earn-out Provisions: Additional payment terms based on future performance, used when part of purchase price is contingent

2. Non-Competition: Restrictions on seller's future business activities, included when seller might compete

3. Employee Matters: Specific provisions regarding employees, used when employment issues are material

4. Intellectual Property: Special provisions for IP rights, used when IP is significant to the business

5. Bank Financing: Provisions relating to external financing, included when purchase is bank-financed

6. Pre-Completion Covenants: Obligations between signing and completion, used for delayed completions

7. Post-Completion Adjustments: Mechanisms for price adjustments, used when based on completion accounts

8. Tag-Along/Drag-Along Rights: Special share transfer rights, used in multi-shareholder scenarios

What schedules should be included in a Quota Purchase Agreement?

1. Company Information: Detailed information about the target company including registration details

2. Warranties: Detailed list of seller's warranties

3. Properties: List and details of company's real estate assets

4. Intellectual Property Rights: Schedule of IP owned or licensed by the company

5. Material Contracts: List of important contracts binding the company

6. Employee Information: Details of employees and their terms of employment

7. Completion Requirements: Detailed list of completion deliverables

8. Form of Transfer Deed: Template for the formal share transfer document

9. Disclosed Matters: List of disclosures against warranties

10. Bank Account Details: Payment account information for completion

Authors

Alex Denne

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

Jurisdiction

Austria

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions










Clauses









































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Professional Services

Healthcare

Retail

Energy

Construction

Transportation

Hospitality

Agriculture

Media and Entertainment

Telecommunications

Industrial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Tax

Corporate Secretariat

Business Development

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Legal Counsel

M&A Director

Investment Manager

Business Development Manager

Company Secretary

Financial Controller

Corporate Development Director

Risk Manager

Compliance Officer

Transaction Manager

Board Member

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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