unternehmensnachfolge-anwalt.at
Mag. Bernhard Brandauer, Rechtsanwalt
Not the thickest file, but targeted document packages make the first succession consultation useful. This post explains which question each package answers.
For a first succession consultation, a complete archive folder is not needed and an empty page is not enough either. What the firm needs are document packages that each answer one of the central succession questions: what is the business, who owns it, who decides, how is it doing economically, which continuing obligations are running, and what are the family's goals. Anyone who structures the packages in advance saves the meeting time for actual advice.
This post is deliberately not a rigid checklist. It groups documents into decision packages and explains which question each package answers, what may be missing at first and how amended or superseded versions should be marked. The sequence is a practical priority order for the first consultation, not a statutory filing duty or deadline.
Anyone who wants a structured tick-off logic will find it in the initial consultation checklist. Anyone who wants to understand why some documents matter earlier than others should read on. For the strategic frame, the succession planning topic area is the right anchor.
The check shows whether a first meeting can already run productively or which document group should be ordered first.
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A one-page briefing describes the business, the parties involved, the intended succession path, open questions and the time horizon. It focuses the meeting on the questions that matter to you and shows which document packages will really be needed next.
Without a shared family goal picture, every contract clause remains hanging. Capture in a short paper the expectations of the transferors, the active and passive family members and the possible conflict points. The first meeting then becomes legal ordering, not family therapy.
The articles show who decides, who must approve and what happens in disturbance cases. The current register extract and the last shareholder resolutions complete the picture. For GmbH successions, § 35 GmbHG on statutory shareholder matters and § 76 GmbHG on the form of share transfers are the central interfaces between contract and implementation.
Two or three recent annual statements, a short view on liquidity and financing and an overview of existing security are enough for a first assessment. For corporate forms, § 22 GmbHG sets the statutory base for accounting and disclosure that only enables honest preparation in family businesses.
Customer and supplier contracts with approval, termination or change-of-control clauses decide the continuity. Rental, lease and leasing agreements and the employment contracts of key persons belong to the package. For asset or business transfers, § 38 UGB adds a further review strand.
The first package answers the question: what exactly are we transferring and who owns it. It includes the current register extract, an ownership chart with percentages and secondary shareholders, and an overview of sites, brands and relevant subsidiaries. Where individual holdings run indirectly, the chain is sketched.
The chart does not need design quality. A handwritten sketch with clear percentages and roles is enough. It is completed with brief notes on the legal form of each entity, because an OG, KG, GmbH or sole trader is treated very differently later on. Anyone with a permanent establishment abroad or a real estate holding company in the background says so here.
What may be missing at this stage are old side minutes. They are added later in the process. The rough picture matters first, not the full history. The interactive succession risk self-assessment gives additional orientation for a first classification.
The second package shows how the business takes decisions. The current articles are the central document. For a GmbH, § 35 GmbHG lists important shareholder decision matters. Section 76 GmbHG requires a notarial deed for a contractual transfer of shares and for an agreement to transfer them in the future. The articles may impose additional consent requirements. This reveals which clauses and completion steps have to be checked for the intended succession.
The resolution package contains the recent written and formal resolutions and relevant amendments of the shareholders' meeting. Where family constitutions or advisory board statutes exist, they belong to the package. Side agreements on voting rights, distributions, buy out rights or transfer restrictions are honestly disclosed. Hidden side agreements are the reliable source of later disputes.
What may be missing at this stage is the complete resolution history of the last thirty years. The recent substantial resolutions plus all amendments of the articles are enough. Older versions are delivered on request.
The third package is economic. Two or three recent annual statements, a short view on liquidity and financing and an overview of existing security and guarantees provide a workable base. It is not about perfect key figures but about an honest picture.
For family businesses, hidden reserves, business-essential property held outside the company and clearing accounts between family and business matter in addition. If the company uses real estate owned by individual family members, balancing questions arise in a succession that should be raised early.
Anyone who has these figures in mind but not on paper can write a short overview themselves. Perfectionism is an enemy here. The firm can prioritise better with an honest sketch than with a polished document that has been reworked into blandness.
The fourth package shows whether the business keeps running when the owner changes. Customer contracts, framework agreements, rental, lease and leasing agreements and licences must be reviewed if they contain a change-of-control or approval requirement. Asset or business transfers additionally fall under § 38 UGB, insofar as non-personal business-related legal relationships pass over.
The staff picture includes the contracts of key persons, current or planned changes and succession topics such as a second leadership pair. This post does not go into individual employment questions; it is enough to record who is really indispensable. The family transfer preparation guide supplements the preparation with role and balancing questions.
What may be missing at this stage is a complete personnel file. An organisation chart with names, function and succession status is enough for the start. Details are added as soon as the direction is clear in the first meeting.
The penultimate package is not tangible in legal rules but is often the most important in practice. It describes what the family wants to achieve with the succession, which roles are uncontested and where latent tensions sit. Anyone sketching these questions in advance on half a page prevents the first meeting from tipping into family therapy and missing the actual legal ordering.
Family goals include the wish to continue inside the family, the readiness for an external solution, the expectations of individual children or grandchildren and the security of the transferor. Conflict points include different views of fairness, old disputes about education support or real estate, and the role of spouses in the business.
The firm treats this information confidentially. Mentioning it changes clauses and draft resolutions, because legal solutions without knowledge of latent tensions are only paper. The package also shows which family members should be involved early and which should first only be informed.
The fifth package is the shortest and often the most effective. A single sheet describes the trigger, the intended succession path, the time horizon, the parties involved and the open conflict points. It focuses the meeting on the questions that count for the family and prevents the firm from asking on a standard template.
This package also contains the honest labelling of gaps. If the current register extract is missing, it is noted. If the latest annual statement is missing, it is named. A marked gap is better than an outdated document. Older or superseded versions are explicitly marked as such, otherwise misunderstandings arise.
Anyone who once created this order can update it in rounds. The same packages work for later succession steps, for bank reviews and for internal advisory boards. The effort before the first meeting keeps paying off instead of getting lost in one-off requests.
No. A workable meeting only needs a rough, honest picture from the articles, a current register extract, the ownership structure, the most recent annual statement and a one-page briefing. Gaps are marked. Completeness is a goal for later rounds, not for the start.
The initial consultation checklist is a structured tick-off of individual items. This post explains why the packages are ordered as they are. The two complement each other: first understand the order, then tick off in a structured way.
Older versions remain part of the record, but they must not be confused with the current version. Mark them clearly with the date, status and the document that replaced them. This preserves the history without confusing the active record.
They become relevant in a second step. For the first legal assessment, an overview of annual statements and material contract positions is enough. Valuation, tax structure and prior discussions with authorities follow once the succession direction is clarified.
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