Journal.
Foundational notes on challenge, safeguard, exclusion and enforcement in the shareholder dispute.
GmbH: When shareholders can request court-appointed reviewers
Section 45 GmbHG sets the vote, shareholding threshold and credible grounds required to ask a court to appoint reviewers for the last annual accounts.
OpenHigher liability in an Austrian cooperative: the 14-day right to terminate membership
When an increase in liability or member shares has no effect on an individual cooperative member and what section 33(4) GenG requires.
OpenAG board ignores demand for a general meeting: five-percent minority goes to court
How shareholders of an Austrian stock corporation can demand a general meeting with five percent of the share capital, what the written request must contain and when the court can authorise the convening.
OpenSilent partnership when the owner becomes insolvent: what the capital provider can claim
What a silent partner can claim under section 187 UGB when the business owner becomes insolvent, and when an unpaid contribution must be paid into the insolvency estate.
OpenLimited partner claims profit despite reduced contribution: payment block and later losses
When a limited partner may claim a profit, how a reduced contribution blocks payment and why later losses do not automatically require repayment.
OpenThree-year disqualification after a criminal conviction: GmbH managing director
Section 15(1a) GmbHG bars a managing-director appointment for three years after certain final convictions carrying more than six months imprisonment.
OpenEnding a GesbR early: judicial dissolution after a breakdown
A GesbR should end before its agreed term. Section 1210 ABGB, important cause, breakdown, evidence and the next steps explained.
OpenTwo-member OG: exclusion action against the only co-partner
In a two-member OG, section 140 UGB can allow exclusion of the only co-partner instead of dissolution. The key issues are cause, standing and the claim date.
OpenOG cash contribution late: interest and further partnership loss
Section 111 UGB provides for interest when an OG cash contribution or partnership funds are paid late or funds are withdrawn without authority. Further loss remains possible.
OpenAfter a GmbH is deleted and assets appear: applying for supplementary liquidation
If assets subject to distribution are discovered after a GmbH has been deleted, section 93(5) GmbHG provides a route to appoint liquidators again.
OpenInternal consent under section 21 GmbHG: joint management and individual action
Several managing directors plan different courses of action: section 21 GmbHG governs joint management, individual action and objections internally.
OpenRepayment of GmbH contributions in a consuming business: articles clause and net-profit requirements
Section 58 GmbH Act permits a special repayment of contributions. Review the business model, articles clause, full payment, net profits and balance sheet.
OpenSection 42(3) GmbHG: security where the company faces a threatened disadvantage
Section 42(3) GmbHG allows a court security order in a nullity action. Review the application, amount, deadline, deposit and consequences.
OpenReserved vote in a written GmbH resolution: review later implementation
A shareholder votes with a reservation in a written GmbH resolution. Review consent, the result, later implementation and remedies under sections 34 and 41 GmbHG.
OpenSelling a GmbH Share During a Minority Action: Company Consent Required
Section 48(3) GmbHG restricts the sale of a share held by minority-action plaintiffs while the case is pending. Check consent, the notarial deed and the transfer terms.
OpenRejecting a shareholder instruction: duty to review under section 25
A shareholder instruction appears harmful or unlawful. This guide explains how management reviews the instruction and its responsibility under section 25 GmbHG.
OpenSeveral co-entitled persons to one GmbH share: joint exercise
Where one Austrian GmbH share belongs to several co-entitled persons, section 80 GmbHG requires joint exercise and regulates representation, notices and payment liability.
OpenAdditional contribution in a GesbR: dissenting minority may withdraw
A GesbR needs additional capital to continue. Section 1184(2) ABGB governs the majority resolution, necessity of continuation, withdrawal and the valuation date.
OpenMay the GmbH pay the managing director's personal administrative fine?
The GmbH pays a managing director's administrative fine. Review the notice, legal basis, shareholder status, capital maintenance and repayment.
OpenGmbH director remuneration after a missing appointment: restitution and benefit
When remuneration was paid without a valid appointment, the payment basis, work performed and scope of restitution must be reviewed separately.
OpenGmbH share as loan security: pledge, creditor access and membership
A GmbH share is pledged as loan security. The security agreement, membership rights, articles and possible enforcement must be assessed together.
OpenGmbH shareholder meeting abroad: is the venue reasonable?
A GmbH meeting abroad raises questions about the articles, reasonable access, notice, participation and review of resolutions.
OpenInsolvency of a GmbH shareholder: who exercises membership rights?
When a GmbH shareholder becomes insolvent, insolvency proceedings, the share, the company register and voting rights must be reviewed together.
OpenGmbH dividend approved: payment blocked by the majority
A GmbH approved a dividend, but the majority blocks payment. Review the shareholder claim, due date and objections in the correct order.
OpenCompensation after exclusion from a GmbH: valuation and payment
After exclusion from a GmbH, the compensation basis, valuation date, information and payment must be reviewed separately.
OpenAmending GmbH articles: majority, form and company register
A disputed amendment of the GmbH articles requires separate review of the majority, notarial form, filing and legal consequence.
OpenCompany-register filing after a share transfer: enforcing cooperation
After a disputed share transfer, the notarial deed, company-register filing, cooperation and shareholder status must be reviewed separately.
OpenCancellation of a GmbH share: reviewing the resolution and compensation
A GmbH share cancellation requires a separate review of the articles, resolution, majority, form and compensation consequences.
OpenShareholder loans in a GmbH: reviewing repayment and capital maintenance
A shareholder loan dispute requires a separate review of the contract, repayment, ranking and capital maintenance rules.
OpenLetter of Comfort for a GmbH: Content and Liability Dispute
Whether a letter of comfort creates a binding obligation cannot be decided from its heading.
OpenTrust-Held GmbH Shares: Voting Rights, WiEReG and Dispute Risks
A trust-held share may involve separate questions of formal shareholder status, the internal trust agreement, voting and beneficial ownership.
OpenForfeiture of a GmbH Share: Unpaid Contribution and Procedure
A shareholder’s failure to pay an invoked contribution does not automatically forfeit the share.
OpenHidden Contribution in a GmbH: Capital Raising in a Shareholder Dispute
Not every payment or purchase between a GmbH and a shareholder is a hidden contribution.
OpenCompany Register Filing in a GmbH Shareholder Dispute: Interim Relief and Evidence
A company-register filing does not by itself settle who is materially entitled to a GmbH share.
OpenGmbH shareholder information rights: connected companies
Information about subsidiaries and connected companies may be decisive in a shareholder dispute. Review scope, purpose and limits of the information right.
OpenGmbH insolvency: shareholder rights in dispute
The GmbH’s insolvency does not automatically remove every shareholder right. Separate the insolvency process, corporate authority and resolution issues.
OpenInherited GmbH share in dispute: register and shareholder rights
When a shareholder dies, succession, the articles, the company register and exercise of rights meet. Review each level separately.
OpenProhibited distribution by a GmbH: repayment in a shareholder dispute
Payments to shareholders are not automatically lawful. Classify prohibited distributions, consent, benefit and repayment in the dispute.
OpenShareholder loan in a GmbH crisis: repayment and equity substitution
A shareholder loan in a GmbH crisis cannot be treated like an ordinary payment. Review repayment, ranking and evidence separately.
OpenInformation after a GmbH share sale: what a former shareholder may still request
After a GmbH share sale, purchase price adjustments and historic claims may remain open. The former shareholder must identify the legal basis, required records and correct recipient.
OpenRepaying a shareholder loan: What applies in a GmbH crisis
A shareholder loan in a GmbH crisis cannot be treated like an ordinary payment. Review repayment, ranking and evidence.
OpenSettlement of managing director liability: are unknown claims covered?
A settlement is intended to resolve managing director liability. Parties, wording, knowledge, company loss and voting exclusion are decisive.
OpenAnnual accounts not provided: GmbH shareholder rights
The annual accounts are not provided on time. What sections 22 and 35 GmbHG mean for inspection, review and adoption.
OpenAfter a GmbH shareholder decision: minutes, copy and evidence
Which minutes and copies must follow an Austrian GmbH vote and how to preserve the resolution, dispatch and evidence for a dispute.
OpenVirtual shareholders meeting in dispute: voting under the VirtGesG
In a virtual shareholders meeting, the articles, technical access and genuine participation determine whether a disputed vote can be defended.
OpenGmbH capital reduction in a shareholder dispute: resolution, creditor protection and payment review
An Austrian GmbH capital reduction requires a precise resolution, creditor notice and the correct sequence before any payment is made.
OpenGmbH managing director resigns: how to secure company continuity
A GmbH managing director resigns: coordinate the notice, Company Register filing, representation, employment contract and operational continuity.
OpenGmbH liquidator dispute: court appointment and removal
After dissolution, the GmbH needs an orderly liquidation. Separate the articles, shareholder resolution and court grounds when the liquidator is disputed.
OpenSeized GmbH share: enforcement, realisation and shareholder rights
For a seized GmbH share, separate the effect of seizure, realisation, compulsory administration, consent, the company register and information rights.
OpenCourt-appointed emergency managing director for a GmbH
If a GmbH lacks a managing director required for representation and a specific act cannot wait, section 15a GmbHG may apply. This guide explains the gap, urgency, evidence and transition.
OpenUnpaid GmbH share contribution: enforcement and dispute
How a GmbH reviews and enforces an unpaid share contribution by checking the articles, call, due date, payments and default.
OpenAdditional contributions in a GmbH: call, due date and shareholder rights
When may a GmbH call additional contributions? The articles, maximum limit, allocation, due date and consequences of default must be checked together.
OpenGmbH special audit: preparing a concrete suspicion in a shareholder dispute
A special audit is not an open-ended search. Review standing, concrete transactions, indications and the proposed audit scope under section 45 GmbHG.
OpenTransaction with a GmbH shareholder: review voting ban, approval and liability
A transaction between a GmbH and a shareholder requires separate review of representation, approval, voting ban and possible managing-director liability.
OpenNullity of a GmbH resolution: why “no time limit” is not automatic
Nullity and challengeability are not the same. Classify the defect, claim, resolution copy and time limit carefully.
OpenGmbH voting proxy in a dispute: review the representative, instructions and voting ban
A disputed voting proxy may change the result of a shareholder resolution. Review the proxy, instructions, representative and any voting ban separately.
OpenDefective notice of a GmbH general meeting: reviewing resolutions in a dispute
An unclear or late notice may make a shareholder resolution challengeable. Review notice, agenda, participation and timing separately.
OpenChanging a GmbH managing director: register and handover in a dispute
A managing-director change requires separate coordination of the resolution, authority, company register and operational handover.
OpenVoting obligations in a shareholders’ agreement: separate contract and GmbH resolution
A breached voting obligation may have contractual consequences. Whether the GmbH resolution is valid is a separate question.
OpenGmbH capital increase: reviewing subscription rights and minority protection
A capital increase requires a joint review of funding purpose, subscription terms and minority position.
OpenWritten GmbH resolution: form and consent in a dispute
A written shareholder decision requires a traceable form, consent, proposal and vote record.
OpenGmbH profit resolution: reviewing a disputed payment
A profit resolution, the distribution claim and the actual payment must be reviewed separately in a shareholder dispute.
OpenBreach of shareholder fiduciary duty: injunction, information and damages
A co-shareholder acts against company interests. Separate fiduciary duty, claimant, injunction, information and damage correctly.
OpenA company opportunity taken privately: when shareholders can act
A shareholder or managing director takes a specific GmbH business opportunity. Assess the opportunity, role, claim owner and evidence.
OpenRestricted GmbH share transfer: consent, refusal and countermeasures
Consent to a GmbH share transfer is refused. Organise the articles, resolution, section 77 GmbHG, alternative buyer and notarial deed.
OpenLeaving a GmbH for good cause: which routes are actually available
Good cause does not automatically end a GmbH shareholding. The articles, share transfer, section 77 GmbHG and dissolution must be separated.
OpenGmbH 50:50 deadlock without a clause: practical steps
Two equal shareholders block a GmbH without a deadlock clause. Separate resolutions, urgent management measures and exit negotiations.
OpenManaging director refuses inspection: enforce the GmbH information right
Management refuses books and contracts: scope, limits, evidence and judicial enforcement of an Austrian GmbH shareholder's information right.
OpenWrong resolution result: positive judicial determination in a GmbH
Votes counted wrongly in an Austrian GmbH: review result declaration, challenge and positive judicial determination promptly and with evidence.
OpenGmbH discharge resolution: liability and voting exclusion
A discharge may cover identifiable liability claims against a managing director. Review records, voting exclusion, legal effect and minority rights.
OpenDisputed shareholder status: company register, trust and GmbH share
Who may exercise shareholder rights? Separate the company register, trust, share transfer, voting rights and claims concerning an Austrian GmbH share.
OpenShareholder current account disputes: withdrawals and repayment
A debit balance on a shareholder current account requires review of legal basis, arm's length terms, capital maintenance, repayment and evidence.
OpenCross-border shareholder dispute: which court has jurisdiction?
Foreign shareholder, Austrian GmbH: distinguish exclusive jurisdiction, jurisdiction agreements and arbitration clauses before filing proceedings.
OpenReflected loss in a shareholder dispute: who may sue?
A fall in the value of a GmbH interest is usually only reflected loss. The decisive question is whether the damages claim belongs to the company or shareholder.
OpenMinority action against a managing director under § 48 GmbHG
The majority blocks a damages claim against management. Section 48 GmbHG gives a qualified minority its own action for the benefit of the company.
OpenStop non-compete breach and client poaching fast
Client poaching and competing activities change the market position within weeks. The article shows warning letter and preliminary injunction.
OpenUse and defend a blocking minority strategically
A blocking minority is protection and weapon at once. The article shows uses, limits and defence against majority attacks.
OpenArbitration or court in a shareholder dispute
When arbitration beats court in an Austrian shareholder dispute: clause, challenge of resolutions, interim relief and enforcement.
OpenCalling a general meeting when management refuses
If management ignores a request to convene a meeting, a qualified minority may be entitled to call the general meeting itself.
OpenRemove the managing director for cause
When an Austrian GmbH may remove its managing director: resolution, cause, court proceedings, interim protection and company register filing.
OpenPreliminary injunction against threatened asset transfer
When a co-shareholder empties accounts or draws customers away, a preliminary injunction can act quickly. The article shows motion and evidence.
OpenEmail and cloud data as evidence in shareholder dispute
Emails and cloud data are the most important evidence source today. The article shows export, origin and admissibility.
OpenGmbH deadlock: buy-sell clause or mediation
When two shareholders with equal shares block each other, the articles decide. The article shows buy-sell, mediation and dissolution action.
OpenChallenge a shareholder resolution without missing the deadline
The challenge deadline is short. The article shows how to document the deadline start in practice and prepare the action in time.
OpenPrepare a shareholder exclusion in a structured way
Shareholder exclusion requires a specific statutory or contractual route. This article separates resolutions, form, jurisdiction and compensation.
OpenGmbH dissolution action as last resort
A dissolution action for an Austrian GmbH requires a contractual basis. The article explains the Supreme Court position and alternatives.
OpenEnforce compensation after termination in a structured way
If compensation after termination does not flow, only structured enforcement helps. The article shows valuation, action and safeguard injunction.
OpenYour shareholder dispute team
BRANDAUER Rechtsanwälte
Dispute team for shareholders and managing directors
A shareholder dispute calls for corporate law, litigation strategy and commercial understanding from one team. Mag. Bernhard Brandauer is responsible for the legal advice; depending on the conflict, further specialised lawyers of the firm support safeguards, evidence, negotiations and court enforcement.
Contact the team