You want to transfer a business together with the business property in Austria. In conversation it is said that the purchaser will take over everything anyway, including the debts. For your own completion planning that sentence is not sufficient. First the subject matter, existing obligations and effect vis-à-vis the respective creditors must be clarified.
Define the acquisition assets actually planned
Our editorial recommendation: Describe the property, the business and other transferred asset positions with their actual legal holders. A shareholder does not thereby personally sell the land simply because he conducts the sales negotiations. Likewise, a share transaction is not automatically the same acquisition as the disposal of individual asset positions.
The article does not confirm a transfer of assets or business solely on the basis of a large real estate position. Whether § 1409 ABGB is applicable to the specific transaction is examined on an individual basis. An isolated private house sale is not generally subsumed under it here.
What the legal starting point indicates
§ 1409 ABGB describes, in the case of an asset or business transfer covered by it, an obligation of the transferee towards certain creditors under the statutory prerequisites. The provision expressly leaves the continuing liability of the transferor unaffected and contains further limits and special rules. Agreements between the parties to the detriment of creditors are ineffective vis-à-vis those creditors pursuant to paragraph 3. [ABGB-1409]
A private formulation “the buyer will pay in future” is therefore not a general professionally confirmed release of the seller from every debt. Which rights and obligations actually remain is assessed in advice on the entire transaction and, where applicable, on further rules.
Record the debt side as concretely as the asset inventory
Which liability belongs to which legal holder and which transaction? Which payment is still outstanding, which is disputed, which has already been fulfilled? Pass on the existing contractual and claim documents in full. The article does not make a final decision on the affiliation of a particular debt.
Separate existing securities and personal obligations in the description. A land register route to discharge encumbrances does not automatically answer every further creditor question of a business. The correct structuring must consolidate the actual obligations.
An invented overlooked supplier item
A seller regards the agreed purchase price and the agreed assumption of certain obligations as a full settlement. In another file, however, there is still an open supplier transaction assigned to the business.
She provides the entire inventory for legal and economic review. The advice clarifies what effect the structuring has vis-à-vis the creditor and which method of discharge is specifically required. The transaction is not removed from her completion statement merely because the purchaser promised future handling.
Proceed with a comprehensible completion
After the review, the status confirmed and what is still outstanding is recorded for each relevant position. The article does not provide a maximum liability amount for your case and no contract wording. It helps to view a business together with property along with its real debt side, instead of understanding a transfer of ownership as a universal debt release.