Compare figures, resolutions and the agreement.
Check whether the cut-off matches the accounts, profit allocation, balances and outstanding obligations.
unternehmensnachfolge-anwalt.at
Annual accounts and the succession cut-off: organising figures for the successor and shareholders
Mag. Bernhard Brandauer, Rechtsanwalt
Annual accounts and the succession cut-off in a GmbH: organise figures, resolutions and information for the handover.
A current bank-balance list is not enough for a business succession. The successor needs to know which figures apply at the handover date, which resolutions are still outstanding and which risks appear only in the annual accounts. In a GmbH, accounting, shareholder rights and the transfer agreement meet at this point.
This article treats the annual accounts as a legal and practical information basis. It is not an accounting or tax review. The succession planning page and the document list provide the wider preparation framework.
Quick check
Which numerical issue comes before the transfer?
The check separates accounts, resolutions and the succession cut-off.
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Is it clear which accounts and date govern the transfer?
Without a clear time allocation, the same figure can be understood in different ways.
All paths at a glance
Overview of all answers.
Set the financial allocations out expressly.
Allocate current result, receivables, liabilities and withdrawals to the correct period.
Document the open accounting issue.
An interim arrangement should state which documents follow and how differences are handled.
Annual accounts create a common numerical basis
Section 193 UGB provides the framework for preparing annual accounts. Under section 35 GmbHG, shareholders decide on adoption of the accounts and allocation of balance-sheet profit. This makes the accounts relevant to the succession as well.
The transfer agreement may contain additional cut-off rules, but it does not replace the accounts. Its allocations should be coordinated with the accounting records.
Clarify the cut-off and economic allocation
The parties should identify when income, expenses, withdrawals, investments and new liabilities are allocated. Signing, share transfer and actual management takeover may occur on different dates.
The handover agreement should describe the affected transactions, not merely state a date.
Connect shareholder rights and successor information
Section 22 GmbHG concerns delivery of the annual accounts and shareholder inspection rights around the resolution. The successor also needs a clear record of which documents are delivered before the transfer and which will follow.
The article on shareholder information rights covers that perspective. Here the focus is the orderly handover of figures between transferor, successor and management.
Record resolutions, completion and open items
Section 39 GmbHG provides basic voting and majority rules. The handover file should show which resolutions were adopted, which minutes signed and which measures remain open.
Outstanding receivables, provisions, shareholder loans and unusual payments deserve specific attention. The articles review can reveal further approval requirements.
Common mistakes with accounts and the handover
A cut-off used differently in the purchase price, agreement and bookkeeping creates disputes. Provisional figures are also sometimes treated as final accounts even though important documents are missing.
Open items should not be transferred orally. A written differences list shows whether an item was included, remains open or was deliberately assumed.
Questions about annual accounts in the succession year
Is the succession cut-off automatically the balance-sheet date?
No. They can coincide but need not. Economic allocation should be described clearly in the agreement and records.
Can a transfer take place before the annual accounts are final?
It may be possible in an individual case, but it requires an interim arrangement, delivery duties and a method for handling differences.
Why is the shareholder resolution relevant?
In a GmbH, shareholders decide on adoption of the annual accounts and profit allocation. The relevant majorities and agreement requirements must be checked.
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