GmbH meeting away from the registered seat: a clause under section 36 GmbHG
Section 36(1) GmbHG sets the company's seat as the default venue. A clear clause in the articles can provide for another place.
OpenCooperative Delegate Assembly: Rules from 500 Members
From 500 members, a cooperative agreement may provide for a delegate assembly. Section 27(3) GenG covers member groups, delegate selection, terms and election rules.
OpenSilent partner's contribution reduced by loss: Is a top-up required?
A silent partner contribution is reduced by a loss: section 180 UGB explains the statutory position and the contract clauses that require review.
OpenCross-border cooperation as an EEIG: members and the formation contract
EEIG formation under Articles 3 to 5: members from different EU Member States, the ancillary purpose and mandatory contract details.
OpenGmbH supervisory board duty above 300 employees: average and group attribution
When must an Austrian GmbH appoint a supervisory board because of more than 300 employees? Section 29 GmbHG explains the average and group rules.
OpenThird-country company opens an Austrian branch: Permanent domestic representative
A third-country company opens an Austrian branch. Section 107 GmbHG governs the domestic representative, Firmenbuch registration and documents.
OpenLimited partner control rights in a KG agreement: information, inspection and extensions
Section 166 UGB gives a limited partner information and inspection rights. A KG agreement can define and extend reports, records and procedures.
OpenFlexKapG plans an IPO: Preparing the conversion into a stock corporation
A Flexible Capital Company plans to become a stock corporation before a capital-markets step. Prepare the resolution, organs and mandatory formation audit under section 26 FlexKapGG.
OpenNon-voting preference shares: cumulative dividend and restoration of voting rights
Non-voting preference shares under section 12a AktG: cumulative dividend preference, the one-third cap and restoration of voting rights after arrears.
OpenGesbR in business dealings: representation defects and protected contracting parties
Section 1197 ABGB governs GesbR representation in business dealings. The key issues are an external partnership, entrepreneurial activity, joint representation and the third party’s knowledge.
OpenRetained company money: interest under section 1183 ABGB
Section 1183 ABGB covers late capital payments, retained company money and unauthorised withdrawals. Interest and further loss explained.
OpenOG liquidation: Allocating a shortfall in partner credits
An OG may lack enough assets to cover partner credits during liquidation. Section 155 UGB sets out the internal contribution and the allocation of a partner shortfall.
OpenPaid privately for an Austrian OG: claiming reimbursement of necessary business expenses
An Austrian OG shareholder paid privately: section 110 UGB covers necessary expenses, interest, advances and the duty to account for company matters.
OpenFounder remuneration and the capital contribution: separating a reward from formation costs
Founder remuneration and the capital contribution in an Austrian GmbH: section 7(1) GmbHG bars the set-off of a reward. Formation-cost reimbursement has its own limit.
OpenFixed-term GmbH: prepare a continuation resolution before expiry
An Austrian GmbH is meant to continue beyond its agreed end date. How section 84 GmbHG, the amendment, the voting threshold and registration fit together.
OpenFlexCo share contribution from 1 euro: setting the minimum and payment correctly
FlexCo share contribution from 1 euro: align the minimum for each contribution, cash payment and formation documents under sections 3 and 5 FlexKapGG.
OpenOG loss allocation: weighing capital share and personal contribution
How an Austrian OG agreement can allocate profit and loss by capital share and personal contribution, with section 121 UGB explained.
OpenLimited partner to manage the business: contractual departure from the statutory exclusion
How a KG agreement can assign management tasks to a limited partner internally and define the boundaries for consent, monitoring and external representation.
OpenSeverability clause in GmbH articles: how to assess partial invalidity
What a severability clause does in GmbH articles, where section 879 ABGB sets limits and how partial invalidity should be assessed.
OpenProkura in an OG: Consent, urgency and revocation
How an Austrian OG agreement should organise consent to prokura, urgent cases, express grant, revocation and Firmenbuch filing.
OpenAgio in a GmbH capital increase: separate premium, reserve and due date
Agio in an Austrian GmbH capital increase: separate nominal amount, premium, tied capital reserve, due date and late-payment consequences.
OpenPay-to-play clause in a GmbH: financing round and non-participation
A pay-to-play clause must connect the financing offer, participation duty, exceptions and consequences of non-participation in the GmbH articles.
OpenValuation expert for a GmbH deadlock: key rules
A deadlock valuation clause needs clear rules on appointment, valuation date, information access and the effect of the expert’s result.
OpenCall option after loss of professional authorisation in a GmbH
Call option after loss of professional authorisation: triggers, share price, exercise, notarial deed and closing in GmbH articles.
OpenTwo-account model in a KG agreement: capital account and withdrawals
Two-account model in an Austrian KG: separate the capital contribution, variable account, profit, withdrawals and the limited partner liability amount.
OpenOG continuation clause: departure and allocation of assets
A continuation clause should clarify what happens when an OG shareholder gives notice. The key issues are the departure date, compensation, liability and Companies Register filing.
OpenOG shareholder competition: consent and surrender of profit
Without consent, an OG shareholder may generally neither conduct competing business in the company’s line of business nor participate in a similar company as an unlimited-liability partner. A breach can lead to damages or claims for surrender of the remuneration received from the competing activity.
OpenRegister list after a share transfer: filing and legitimising effect
After a GmbH share transfer: who files the change with the company register and what does the registered status establish?
OpenAncillary obligation in the articles: performance, adjustment and sanction
Ancillary obligations in Austrian GmbH articles: section 8 GmbHG requires clear rules on performance, conditions, remuneration and contractual penalties.
OpenShares with different voting rights: majorities and resolution control
Different voting rights in an Austrian GmbH: structure voting weight, majorities, special rights and resolution control in the articles.
OpenProfit allocation resolution with a distribution block: retention and equal treatment
How an Austrian GmbH retains balance-sheet profit: the allocation resolution, distribution block and minority protection.
OpenSubordination of shareholder loans: repayment and security
Subordination of shareholder loans: repayment, interest, security, priority and coordination with the Austrian GmbHG and UGB in the articles.
OpenShareholders’ voting agreement beside the GmbH articles: effect, breach and proof
Shareholders’ voting agreement beside the GmbH articles: contractual effect, breach, resolution impact and evidence.
OpenShareholder resolution on self-dealing: conflict and voting
Shareholder resolution on a self-dealing transaction: voting ban, motion, counting and minutes under section 39 paragraph 4 GmbHG.
OpenAuthorised capital in a FlexCo: five-year period and subscription rights
Authorised capital in an Austrian FlexCo: management authorisation, maximum amount, five-year period, subscription rights and registration of the capital increase.
OpenGmbH full meeting without notice: when the resolution can work
All shareholders are present but no formal notice was sent? Requirements, consent, minutes and risks of a full GmbH meeting.
OpenCalling Additional Contributions in an Austrian GmbH: Articles, Resolution and Default
How an Austrian GmbH calls additional contributions: the articles, statutory cap, shareholders' resolution, payment and default under sections 72 to 74 GmbHG.
OpenArbitration clause in the articles: covering resolution disputes and shareholder changes
An arbitration clause in Austrian articles must define resolution disputes, bound parties, appointment, notice and the position of later shareholders.
OpenAmending GmbH Articles: Majority, Notarial Deed and Companies Register
How an Austrian GmbH amends its articles: resolution, majority, notarial form, filing and entry in the Companies Register.
OpenShareholder instructions to management: limits and liability
Shareholder instructions to GmbH management: authority, documentation and liability.
OpenChairing a GmbH shareholders meeting: agenda and voting
Chairing a GmbH shareholders meeting: agenda, voting and minutes.
OpenAbstentions and invalid votes: counting GmbH majorities
Abstentions and invalid votes in a GmbH: majorities, minutes and resolution risk.
OpenContinuing a GmbH after dissolution: resolution and register
Continuing a GmbH after dissolution: review liquidation stage, resolution and register.
OpenChanging a GmbH company name: align articles and register
Changing a GmbH company name: align the articles, register, brand and domain.
OpenPledging GmbH shares: consent and articles clauses
Pledging GmbH shares: distinguish the pledge agreement, notice, consent and enforcement risk in the articles.
OpenVoting proxies in a GmbH: form, evidence and limits in the articles
Voting proxies in a GmbH: organise form, eligible representatives, submission deadlines and limits in the articles.
OpenStructuring shareholder ancillary obligations in GmbH articles
Ancillary obligations in GmbH articles: define work, know-how and information duties without creating an unclear additional payment obligation.
OpenPlanning for minor shareholders in a family GmbH
Minor shareholders in a family GmbH: coordinate representation, approvals, voting rights and the later transition to adulthood.
OpenShareholder special rights for appointing and removing managing directors
Shareholder special rights for appointing and removing managing directors: align nomination, consent, majorities and company register steps.
OpenVirtual GmbH shareholders meeting: attendance, voting and minutes
Virtual GmbH shareholders meetings in Austria: organise attendance, voting evidence, proxies and minutes in the articles.
OpenChanging a GmbH company object: align articles, trade licence and register
Changing the company object of an Austrian GmbH: align articles, trade licence, company register and public wording.
OpenRelocating a GmbH seat: articles, service address and register
Relocating an Austrian GmbH seat: separate statutory seat, business address, service and company register steps.
OpenManaging director remuneration among shareholders: resolution and documentation
Managing director remuneration in an Austrian GmbH: structure resolution path, appropriateness and documentation.
OpenVoluntary supervisory board in a GmbH: control and consent rights
Voluntary supervisory board in an Austrian GmbH: structure control, reporting duties and consent rights without confusion.
OpenAnti-dilution protection in a GmbH financing round
Anti-dilution protection in an Austrian GmbH links subscription rights, cap-table modelling, information and defined exceptions for future rounds.
OpenSettlement window before court steps in shareholder disputes
A settlement window in Austrian GmbH articles needs clear triggers, neutral procedure, a definite end and safeguards for urgent court action.
OpenInvestment reserve and distribution policy in GmbH articles
A distribution policy in the GmbH articles is a governance clause for the annual decision, not a promise of a fixed quota. Data basis, capital maintenance and minority transparency keep it durable.
OpenCoordinate rules of procedure with articles of association
Articles, shareholder resolutions, rules of procedure, service contracts and powers of attorney are separate levels. A durable alignment sets hierarchy, amendment competence and internal effect.
OpenAdvisory board with veto rights without management blockage
A contractual advisory board with veto rights protects strategic decisions without replacing the management under sections 20 and 25 GmbHG. Clear basis, catalogue, deadlines and limits keep the balance.
OpenCasting vote in a two person GmbH
A casting vote in a 50/50 GmbH only resolves narrowly defined day-to-day stalemates. It cannot override qualified majorities, consent rights, voting exclusions or a structured exit interface.
OpenNotice period for shareholders and valuation date
Notice period and valuation date as a contractual time architecture: receipt of notice, notice period, interim rights, valuation date, payment and register completion in the Austrian GmbH articles.
OpenRedemption of shares and company register implementation
Redemption in Austrian GmbH articles is a drafting objective, not an automatic cancellation. Exit requires a share transfer, amendment or capital reduction and the matching register steps.
OpenContractual withdrawal right during lasting shareholder conflict
A contractual withdrawal right for lasting conflict needs objective triggers, escalation, exercise, an acquirer, valuation, transition and safeguards against abuse.
OpenPrepare exclusion procedure with hearing and resolution
A sound exclusion procedure separates contractual authority, trigger, evidence, comments, resolution, voting, compensation and transfer of the share.
OpenInstalment payment of compensation and security in GmbH articles
An instalment schedule for the GmbH compensation needs a defined payment plan, maturity, interest, application order, effective security and a check against capital maintenance and section 879 ABGB.
OpenPrivate insolvency of a shareholder in GmbH articles
Private insolvency of a GmbH shareholder: insolvency estate, administrator, buy-out right, valuation, creditor protection and implementation under Austrian articles.
OpenExpert clause against valuation disputes in a GmbH exit
An expert clause for a GmbH exit needs a defined valuation standard, independent appointment, fair comments, replacement and clear limits towards legal interpretation and arbitration.
OpenCoordinate marriage contract and GmbH articles for shares
Align marital arrangements and Austrian GmbH articles on separate property, value balancing, finance, death, buy-out rights, valuation and form.
OpenReview compensation formula with earnings value and book value
A robust GmbH exit formula connects book value, adjusted net asset value and earnings value with a valuation date, equity bridge and fairness review.
OpenTransfer restrictions with objective refusal grounds in a GmbH
How Austrian GmbH articles can regulate consent to share transfers, objective refusal grounds, the court procedure under section 77 GmbHG and the one-month alternative-buyer period.
OpenTag-along and drag-along rules for a majority sale
Tag-along and drag-along rules in an Austrian GmbH tie a majority sale to defined triggers, equal economic terms, an offer procedure and the notarial chain of section 76 paragraph 2 GmbHG.
OpenChange of control in the shareholder group as a buy-out trigger
Address control changes above a shareholder through clear triggers, notice, valuation and buy-out rules in Austrian GmbH articles.
OpenRepresentation of heirs until a buy-out right is exercised
Between death and exercise of a buy-out right, heirs need clear rules on representation, voting rights, information and valuation of the share.
OpenPreparing new shareholder entry through a share split
Share splits under section 79 GmbHG: coordinate articles authorisation, any consent, the notarial deed and company-register filing.
OpenConsent to a share transfer with deadline and repeat resolution
Consent to a share transfer needs a clear deadline, a complete application package and a rule for the case where the first vote does not produce a decision.
OpenPre-emption right for GmbH shares with clear valuation
A pre-emption right for GmbH shares only works if the trigger, price mechanism, deadline and register procedure are set out precisely.
OpenVeto rights for budget, credit and real estate transactions
Veto rights over budgets, borrowing and real estate protect shareholders only when thresholds, documents and procedures are defined clearly.
OpenContractual information package for minority shareholders
A clear information package gives minority shareholders reliable figures and decision material while respecting the legitimate interests of the GmbH.
OpenConfidentiality clause for shareholder data and trade secrets
An effective clause protects trade secrets and shareholder data without broadly excluding statutory and contractual information rights.
OpenMajority catalogue for fundamental GmbH decisions
A majority catalogue in the Austrian GmbH structures the statutory levels of sections 34, 35, 39, 49 and 50 GmbHG with simple majority, three-quarters majority, unanimity for a change of the corporate object and the consent of the affected shareholders.
OpenSelf-dealing and contracting with oneself in GmbH articles
Self-dealing and connected-party transactions in the Austrian GmbH are secured through the liability rule under section 25 paragraph 4 GmbHG, the sole-shareholder documentation rule of section 18 paragraph 5 GmbHG and the voting bans of section 39 paragraph 4 GmbHG.
OpenMinority right to convene meetings in GmbH articles
The minority convening right sits in sections 37 and 38 GmbHG. The articles can lower the threshold and expand agenda addition and information rights, but cannot cut short the written request, the fourteen-day period or the statutory self-convening route.
OpenResolution minutes as evidence among shareholders
Resolution minutes only support a later dispute and challenge if the statutory recording, storage, inspection, mailing of the resolution copy and the one-month challenge period under the GmbHG are executed cleanly.
OpenAlign bank powers and signing rights with representation
Bank powers and signing rights in the Austrian GmbH have to line up with the registered representation regime, the commercial powers under UGB and the internal signing limits, so that the account traffic stays reliably documented.
OpenTwo shareholder GmbH and clear roles before a dispute
Structuring a two shareholder Austrian GmbH: roles, representation, information, reserved matters, majorities and escalation for 50:50 and uneven splits.
OpenConsent catalogue for investments and loans in GmbH articles
How to design a reserved matters catalogue for investments, loans, guarantees and security in Austrian GmbH articles and align it with rules of procedure, budget and representation.
OpenRestate articles instead of collecting individual amendments
When a consolidated restatement of Austrian GmbH articles is preferable to another isolated amendment, and how resolution, notarial deed and register work together.
OpenReview articles of association as the shareholder group grows
A founders agreement rarely fits a growing shareholder circle. Governance, information flows and share transfers need a joint redesign for investors, family branches and employee holders.
OpenAlign management areas in the GmbH agreement
Portfolio splits among GmbH managing directors only work when articles, rules of procedure and service contracts line up on competence, oversight and external representation.
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