Asset Deals in Austria: Taxes, Fees and Execution

An asset deal in Austria triggers three tax layers: real estate transfer tax where property is included, VAT on the transferred assets, and taxation of the seller's capital gain. In return, the buyer receives a new depreciation base — including goodwill, amortised over 15 years.

What an asset deal is in principle, and how it behaves on liability (Sec. 38 UGB, Sec. 1409 ABGB), is covered in Asset deal. This article deals with the Austrian tax and execution side — the level where asset deal and share deal diverge most in economic terms.

Which taxes arise in an Austrian asset deal?

Tax	Who it affects	Core point
Income/corporate income tax	Seller	Capital gain is fully taxable
VAT	Execution	Transfer is taxable; assessed per asset
Real estate transfer tax	Buyer (usually)	3.5 % where property is included
Depreciation/goodwill	Buyer (benefit)	Step-up; goodwill amortised over 15 years

Why is VAT different from Germany?

Because Austria has no rule exempting the transfer of a business as a whole from VAT. In Germany it is out of scope under Sec. 1 (1a) German VAT Act. In Austria the transfer remains taxable; Sec. 4 (7) Austrian VAT Act merely governs the tax base: the consideration is allocated to the individual assets, and exemptions and rates are assessed per asset.

In practice this is often a pass-through: a buyer entitled to input VAT deduction recovers the tax. Liquidity planning and invoicing still have to reflect the step properly — allocation errors are, according to the Austrian Economic Chamber (WKO), among the typical points of dispute in tax audits.

When does real estate transfer tax apply?

Whenever property transfers with the business: 3.5 %, generally on the consideration attributable to the property, plus the land register entry fee.

Since the Budget Accompanying Act 2025 (in force since 1 July 2025), the share-deal route has also narrowed: for property-holding companies, consolidating 75 % of the shares already triggers real estate transfer tax — previously the threshold was 95 %. Anyone choosing the deal structure based on real estate transfer tax alone is calculating with outdated rules.

What does the buyer gain from an asset deal?

Depreciation volume. The purchase price is allocated to the acquired assets; anything above their book values forms a new depreciation base (step-up). Remaining goodwill must be amortised evenly over 15 years (Sec. 8 (3) Austrian Income Tax Act).

A share deal offers no such effect — the acquisition cost of shares is not depreciable. That is why buyers often pay more for the same business in an asset deal. The full structural comparison is in Asset deal or share deal.

What does the asset deal mean for the seller?

The capital gain — purchase price minus book values — is fully taxable. If the seller is a GmbH, corporate income tax applies; if the funds are then to reach the shareholders, a second layer follows via the distribution. Details in Selling a GmbH: taxes.

If a natural person sells their business, Austrian law provides reliefs: an allowance of EUR 7,300, spreading the gain over three years or — subject to conditions such as reaching 60 and ceasing active work — the half tax rate. Which variant applies depends on the individual case.

This article provides orientation and is no substitute for tax advice. The structural choice between asset deal and share deal is one of the first decisions in a sale process — and belongs on the table of your tax advisor and lawyer before the purchase agreement is drafted.

Is an asset deal VAT-exempt in Austria?

No. Unlike in Germany, the transfer of a business as a whole is taxable in Austria. The consideration is allocated to the individual assets and assessed per item. For buyers entitled to input VAT deduction this is usually neutral — but no reason for sloppy contract drafting.

Over how many years is goodwill amortised?

For commercial businesses, mandatorily over 15 years, on a straight-line basis (Sec. 8 (3) Austrian Income Tax Act). Other acquired assets follow their respective useful lives — which is why the price allocation is sensibly agreed in the contract.

When is an asset deal the better choice in Austria?

Typically when the buyer wants only parts of the business, seeks depreciation potential, or wants risks to stay behind in the company. The share deal wins on the simpler transfer of ongoing contracts. The answer is a calculation, not a matter of belief — both sides run it with different results.

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