A private foundation property sale requires aligned purpose, board resolution, valuation and closing documentation.
BRANDAUER Rechtsanwälte
Foundation law team, Salzburg and throughout Austria
Your matter is handled by a team combining corporate law, asset succession, real estate law and dispute resolution. We review the foundation declaration, board resolutions, information rights and liability issues and set out clear next steps. Mag. Bernhard Brandauer is responsible for the legal advice, supported by further specialised lawyers of the firm where the matter requires it.
A private foundation property sale does not begin with the purchase agreement. The board must first review the deed, foundation purpose, asset position and any approval requirements.
A documented valuation does not replace a resolution. A resolution without valuation and risk review is equally incomplete. Sales to related persons require a clear conflict review.
This article focuses on the decision path for one property sale. It is not a general property guide and does not replace tax or land-register advice.
The foundation board must establish that the sale fits the foundation purpose and the rules of the deed. Effective amendments and special approval clauses must also be included.
The property is not an isolated asset. Use, financing, leases, ownership structure and pending proceedings can affect the foundation’s interests.
Before accepting a binding offer, the foundation should record value and key terms, including comparable offers, encumbrances, leases, handover, warranties and use of proceeds.
The board does not automatically have to accept the highest offer. It must be able to explain the economic and foundation-related reasons for its choice.
A sale to a board member, beneficiary or related company requires a separate conflict review. Section 17(5) PSG may trigger additional approval steps.
Even with an independent buyer, care and representation issues remain. A formally valid contract cannot cure an inadequate decision record.
After the resolution, the agreement, signature, release of encumbrances, payment and land-register filing must align. Release of proceeds should be checked against the approved purpose and finance records.
The process does not end at signature. Handover, defects, taxes, security and recording of proceeds belong in the follow-up file.
Purpose, value and closing must be assessed together.
| Review field | Decision | Record |
|---|---|---|
| Purpose | Does the sale fit the purpose? | deed and asset overview |
| Value | Are price and terms defensible? | valuation and offers |
| Closing | Who signs and where do proceeds go? | resolution and closing file |
A fixed sequence prevents implementation from overtaking an open legal question.
Bring the deed, amendments, purpose and property encumbrances together.
Read the deed and effective amendments together with the property file. Record whether the sale fits the foundation purpose, which approval reservations apply and how leases, financing or encumbrances affect the decision.
Document valuation, comparable offers, contract terms and use of proceeds.
Organise market value, offers, price terms, encumbrances, leases, handover and warranties. The resolution record should show why the selected offer is economically defensible and serves the foundation, even though the highest price is not the only consideration.
Record the buyer relationship, conflict review and required approval in advance.
If the buyer is a board member, beneficiary or related company, put the potential conflict into the file as a separate review. Section 17(5) PSG may trigger additional approval steps. Determine the specific approval route from the documents before binding the foundation.
Translate the resolution, authority, contract, release and payment into a closing plan.
Before signing, check that the agreement reflects the approved terms. Authority and signature, release of encumbrances, payment and the land-register filing must align; a later contractual change may require the decision record to be reviewed again.
Evidence handover, open defects, security and use of proceeds after closing.
After signature, keep handover, open defects, taxes, security and the record of proceeds in the follow-up file. Compare the actual payment and use of funds with the approved purpose and close the file only after any deviations have been documented.
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