The lawyers of PICCOLRUAZ & MUELLER from Bludenz in Vorarlberg advise and represent clients in all matters of company succession within a family or by operational handovers through sale or leasing. On the one hand we establish a concept for succession arrangements in the articles of association as well as in company wills and on the other hand the transfer of businesses and shares. Counselling is given in civil law as well as in succession law/inheritance law and in close consultation with your tax advisor.
Depending on the legal form of the company there are a number of options for asset transfers: on the one hand the asset deal (transfer of the business and not the legal entity to the new owner), on the other the share deal (transfer of company’s assets as well as all existing and potential liabilities and debts of shares to the new owner). In order to avoid disputes within the company and the family, our many years of experience have show the prudency of preparing a sound and sensible transfer regulation plan and disaster recovery plan (illness, death, divorce, etc.).
Company succession within the family
If you are intending to transfer your business to a successor within the family or to a relative, the company succession can be designated to your son or daughter by inheritance, a gift, or by way of anticipated inheritance. A further good solution for all parties concerned is a free-of-charge transfer against a lifelong annuity, which may also be agreed upon with non-family members.
In order to regulate a generation change in an organisation's ownership without incurring avoidable disagreements, a number of legal aspects pertaining to company law, trade law, liability law, family- and matrimonial law and inheritance law must be taken into consideration. We further advise our clients on taxation aspects which should not be underestimated even if they do not play an exclusive role.
It is advisable to plan the company succession as early as possible, since by sudden premature withdrawal from the business enterprise for reasons of illness or unexpected death, family disputes which may subsequently arise and inheritance problems can endanger the smooth continuation of the company’s activities. There are a number of strategies for the optimal transfer of assets other than leaving it the regulations of inheritance law and in particular of the right to compulsory portion.
Business transfer by sale or lease
If there is no successor for a business within the own family, or if the designated family member prefers to profit financially from the succession, there are several ways of making a business transfer to a third party. In addition to the classical sale of company shares or assets, there is also the option of leasing the business or the transfer against lifelong annuity.
Buyers can often be found either directly within the own business (management buyout), among trade competitors or customers as well as through succession exchange platforms or the companies’ stock exchange (Firmenbörse) of various institutions such as the Chamber of Commerce or the Austrian service for setting up a business (Gründnerservice) where firms can search for a company successor or where persons offer their services for such.
In a sale or transfer of a business there are usually several parties involved. As well as buyers and sellers, lawyers, tax advisors and auditors play important roles.
A business transfer can usually be broken down into seven steps:
- Finding a purchaser: the search for a potential business successor
- Due dilligence: the examination of all relevant data necessary for the company evaluation for all concerned
- Non-disclosure agreement
- Letter of Intent
- Negotiations: agreeing on the purchasing price of the business or,as the case may be, the conditions of transfer
- Signing: the signing of the business sale agreement
- Closing: actual completion of the company succession through the transfer of the business
Our experts on company succession / business transfer
Our partner Dr. Stefan Müller has represented our firm in the whole of western Austria for many years and provides legal advice in all areas of corporate law such as new business startups and shareholding, company formation, M & A and succession arrangements as well as restructuring.
He furthermore represents clients in legal disputes in various areas. In all his activities for P & M he can call upon the experience he has gained from his post-graduate training as an expert on European Law, his work with the Austrian Trade Commission in Hong Kong as well as his function as University Assistant at the Institute of Commercial and Securities Law at Innsbruck University. He is also often engaged as member of the board in various organisations and companies we well as occupying other executive roles. His experience in this respect is also of great advantage in his counselling.
Whenever necessary the lawyers of PICCOLRUAZ & MUELLER endeavours to deal with cases as a team allowing the partners to take advantage of their colleagues experience, i.e. on larger projects the partners work together from the start.
For example Patrick Piccolruaz LL.M contributes his specialist knowledge as real estate agent and his experience with industrial plant permit procedures.
The experience of Dr. Petra Piccolruaz in inheritance and family law is useful for us in the regulation of corporate successions as well as taking advantage of her expertise in land register law for handling real estate development projects and trusteeships.
At PICCOLRUAZ & MÜELLER teamwork is an important factor.