Prokura in an OG: Consent, urgency and revocation

In an Austrian general partnership, the partnership agreement should map the steps leading to a prokura: who is authorised to manage the business, who must consent, what happens in an urgent case and how a grant or revocation is documented. Section 116(3) UGB generally requires the consent of all partners authorised to manage the business before a prokurist is appointed. It provides an exception where there is imminent danger in delay. The prokura itself must be expressly granted under section 48 UGB. It may be revoked at any time under section 52 UGB, while its grant, amendment and termination must be filed with the Firmenbuch under section 53 UGB. These steps should form one coordinated record.

Who must consent to prokura in an OG

Section 116(3) UGB generally requires the consent of all partners authorised to manage the business when a prokurist is appointed. The decisive point is the actual management authority. A person’s participation in the OG or an informal role as contact person does not answer that question by itself.

The agreement should state who is authorised to manage, how consent is recorded and which documents prove the resolution. The person concerned, the intended start and the express grant should be identifiable. This prevents an operational assignment from being mistaken for a prokura declaration.

How the agreement should deal with imminent danger in delay

Section 116(3) UGB provides an exception for imminent danger in delay. The agreement should not turn every convenient short deadline into an exception. It should require a concrete reason, the action that could not wait and a later record of the decision.

The file should connect the reason, time, business relationship and explanation for immediate action. Later documentation does not replace the statutory requirement. It makes clear why the ordinary consent process could not be completed in time.

Why a resolution and an express grant are separate

Section 48 UGB requires an express grant of prokura. A partners’ resolution and the declaration addressed to the prokurist therefore serve different purposes: the resolution records internal consent, while the declaration grants the commercial authority.

The agreement should show both steps and name the person responsible for the declaration. A task description, bank authorisation or notice of future responsibilities should not replace an express prokura declaration.

Which records the OG agreement should require

A workable clause can describe application, resolution, grant and filing. The application may state the reason and intended role. The resolution should identify the consenting partners and result. The grant should be a separate dated and signed declaration.

For an urgent case, the file should also contain the facts supporting the urgency. The agreement may require prompt information of the other managing partners and later documentation. That organisational rule supports evidence but does not decide whether the statutory exception existed.

How to prepare a revocation

Section 52 UGB makes prokura revocable at any time. The agreement should therefore identify who issues the revocation, how it is recorded and who coordinates information to the former prokurist, banks and relevant contractual contacts.

Revocation and ending an employment or service relationship are separate events. Record the declaration, receipt, and the securing of documents and access rights. This makes the end of the prokura and the following organisational steps traceable.

How grant and termination reach the Firmenbuch

Section 53 UGB requires the grant and termination of prokura to be filed with the Firmenbuch. The agreement should allocate responsibility for the filing and require the receipt to be kept in the file.

When prokura changes, the resolution, express declaration or revocation and filing should form a consistent timeline. After registration, compare the current Firmenbuch extract with the internal records.

How to create one consistent process

A reliable process links six checks: management authority, consent or a documented urgent case, express grant or revocation, information of affected persons, Firmenbuch filing and retention of proof. Each stage should have a responsible person and a document.

For a review, prepare the current agreement and amendments, a Firmenbuch extract, prior resolutions, grants or revocations and the proposed clause. The firm can then align the rule with the OG and identify missing records.

Frequently asked questions about prokura in an OG

For the next agreement decision

For the review, use the pages on management and representation and the agreement checklist. New articles and legal updates are available through BRANDaktuelle Rechtsnews.