The Austrian property is owned by a company. A prospective buyer now wants to acquire the company shares, whereas you have so far discussed a sale of the land. The proposals must not be compared solely on the basis of two similarly looking price figures. First it must be established which object is to be transferred and which persons are acting on which side. This article is a preparatory aid and not a recommendation for a particular tax model.
Make ownership of the object visible
Our editorial recommendation: set out the landowners and the company structure on one sheet. Note which shares are actually held and which existing deeds or agreements are in place. Personal contact with the interested party does not replace this allocation.
Describe two variants separately: the company is to dispose of the property or a shareholder is to transfer his specified shares. The legal and tax consequences arising from this will be examined with the responsible specialists. A mere renaming of the contract does not change the actual subject matter of the transaction.
Do not assume an automatic tax saving
§ 1 GrEStG 1987 covers, in addition to certain direct transfers of real estate, also specified transactions involving shares in companies that own real estate. [GREST-1] The sentence “Only the company changes, so no real estate transfer tax is payable” is therefore not a generally reliable preparation.
This article does not apply any participation threshold or transition rule to your case. Income tax, costs and questions of corporate form also belong separately in the individual structuring. For a complete comparison two tax rates copied from the internet are not sufficient.
Expand the documents to be actually reviewed
In a share proposal, company-related facts additionally become relevant for the advisory process. Collect the specifically requested contracts, liabilities and further information in an ordered way, instead of merely sending the same property file with a new cover sheet. Which information is legitimately required will be coordinated appropriately.
In the hypothetical case the company, in addition to the land, contains another contract and an outstanding liability. A price comparison that looks only at the property value would not fully describe the share proposal. The parties have the actually intended scope reviewed and organise the provision of information.
Distinguish the money recipient from your own need
Ask which person or company would be intended to receive which payment and what further route to your own available funds would be necessary. A proceeds amount at company level is not recorded in your private planning as freely available private funds without tax and corporate-law clarification.
Create an objective summary with payment, recipient, prerequisite and still open review requirements. This article does not recommend any distribution or any set-off of private and company funds.
Compare only complete variants
Request of the adviser a presentation of both actually conceivable routes on the same information basis. It should distinguish business object, parties, material obligations, payment path and open risks. A share purchase that appears formally smaller cannot be finally assessed solely on the basis of a short offer description.
Preparation is successful when you can clearly say whether you are negotiating about your property transaction or about certain company shares. Then an apparently simple contract amendment becomes a consciously examined different transaction.