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Transfer of the assets of a sole proprietorship or a partnership to a corporation, in particular by restructuring

In this case, activities or branches of activity of sole proprietors or partnerships or shares in partnerships and certain capital shares in corporations are transferred to a transferee corporation as a contribution in kind. A balance sheet must be prepared at the contribution date and a contribution contract must be signed between the contributing entity and the transferee corporation. The contributing entity receives shares in exchange for the contribution in kind.

Caution

In general, these rules apply to all entrepreneurs from EU Member States in Austria.

There are two basic forms of asset transfer:

  • The transfer of an activity or branch of an activity of a sole proprietorship or partnership to a corporation as a contribution in kind by singular succession. The transferor company must be dissolved and liquidated.
  • The transfer of all of the shares in a partnership by universal succession through accrual. The transferor company is dissolved without liquidation.

In some circumstances the transfer is tax-neutral and the losses can sometimes still be claimed against tax.

Translated by the European Commission
Last update: 18 January 2021

Responsible for the content: Federal Ministry for Digital and Economic Affairs

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