Head of practice
Head of Corporate Law and Fintech Practice. Expert in the creation and reorganization of companies, support of M&A transactions, as well as legal support for opening and running a business in the EU, Asia, and North America.
LEGAL AUDIT OR DUE DILIGENCE OF BUSINESS IN AUSTRIA
We, as a law firm, emphasize that an audit before purchasing any asset is or should be an integral part of the transaction, including when purchasing a share in the authorized capital of a legal entity.
Of course, successful investment or purchase of a ready-made business abroad requires not only financial calculations, but also a complete understanding of the legal picture of the company.
This issue is relevant and relevant for any jurisdiction, and especially in countries with strict corporate, tax and contractual regulations – such as Austria.
That is why legal audit (Legal Due Diligence) should be a key stage before concluding any agreement to purchase a business or part of it in this jurisdiction.

We would like to remind you what a legal audit of a business is.
Legal Due Diligence — is a procedure for comprehensively examining the legal status of a company, its assets, liabilities, litigation, corporate structure, including individuals, contractual obligations, and other aspects.
The goal is to identify possible legal risks that may affect the transaction price, the buyer’s reputation, and the future operations of the business.
Our Law Firm “Prikhodko & Partners” has a long experience in supporting investors and entrepreneurs in Austria, including in corporate rights purchase and sale transactions.
We know what to look for and help clients not only identify problems, but also effectively solve them.
When is a legal audit needed and at what stage should it be carried out?
Legal audit may be required in the following situations:
- Buying an existing business in Austria (M&A);
- Investing in a company or joint project;
- Obtaining a share in the authorized capital of the company;
- Before starting a major commercial collaboration with an Austrian company;
- For internal risk assessment (self-audit) before verification, investor attraction or restructuring.
What exactly is checked during legal due diligence?
We conduct audits in key areas, each of which allows us to see the complete “legal picture” of the business:
- Corporate structure and documents
- Verification of the charter, amendments to it, constituent documents;
- Analysis of ownership structure and beneficiaries;
- Audit of compliance of registration documents with the requirements of Austrian corporate legislation;
- Study of decisions of meetings of participants, minutes, and powers of directors.
- Licenses, permits, compliance
- Checking the availability of all necessary permits, certificates and licenses;
- Analysis of compliance with industry standards (sanitary, environmental, financial, construction, etc.);
- Detection of violations, fines, warnings from regulatory authorities.
- Financial and contractual obligations
- Analysis of key contracts (with suppliers, contractors, landlords, creditors, customers);
- Checking the presence of encumbrances, pledges, guarantees;
- Study of tax returns, the presence of debts to the state;
- Identifying hidden costs, debts, and legal claims regarding contracts.
- Litigation, claims, fines
- Verification of the company’s participation in legal proceedings in Austria;
- Risk analysis regarding possible administrative or criminal proceedings;
- Identification of property seizures and restrictions on activities.
- Intellectual property
- Audit of registered trademarks, brands, websites, domains;
- Verification of rights to software, designs, and copyrighted works;
- Assessment of the legal purity of rights to IP assets, license agreements.
- Labor relations
- Analysis of contracts with employees, contractors, and management;
- Checking compliance with Austrian labor legislation;
- Risk assessment regarding disputes with employees, fines from inspections;
- The presence of collective agreements and social obligations.
Legal audit results
After completing due diligence, the client receives:
- An audit report containing a description of all identified risks, violations and non-conformities;
- Assessment of the legal “purity” of the business;
- Recommendations on eliminating risks, changing the structure, preparing a deal;
- Proposals for structuring the deal – how best to formalize the purchase of a share, transfer of rights, and avoid tax or legal complications.
Such a report allows you to make informed decisions about whether to invest or not.
Specifics of business structure in Austria: what to pay attention to
Austrian corporate law provides for several forms of business, the most popular of which are the GmbH (analogous to an LLC) and the AG (joint stock company).
All forms have a clearly defined management hierarchy: members (owners), directors, supervisory boards (in the case of an AG) – each of which has specific powers and limitations.
During a legal audit, it is important to:
- Verify the authority of directors and signatories — they are often the ones who conclude agreements, and it is important to make sure that there will be no challenges to their competence;
- Analyze the ownership structure through the Austrian UBO (Ultimate Beneficial Owners) register to exclude hidden beneficiaries or the risk of sanctions;
- Pay attention to interconnected companies, subsidiaries or holdings – this allows you to identify liabilities or assets hidden within the group;
- Check if any encumbrances are registered regarding a share in a company, for example, liens or arrests.
It is also important to make sure that the structure is suitable for tax planning: some Austrian companies are optimized through foreign holdings or trusts – this requires special attention.
Conclusion
Legal due diligence of a business in Austria is not a formality, but a key tool for safe investment.
Without full due diligence, the buyer risks acquiring a business with debts, legal claims, or blocked assets.
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Are you currently in Ukraine?
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Are you currently in Ausrtia?
3 question
Are you selling a business in Ausrtia?
4 question
Are you buying a business in Ausrtia?
5 question
Is the value of the business to be audited more than EUR 500,000?
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