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.
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Contact the teamShareholders of an Austrian stock corporation can demand that the general meeting be convened when their shares together represent at least five per cent of the share capital. The request must be made in writing, include an agenda and a proposed resolution for each agenda item, and state reasons for the request.
If the board does not comply with a properly prepared request, the court can authorise the requesting shareholders to convene the meeting. The practical review therefore focuses on the legal form, the shareholding, the three-month holding period, the content of the request and continued ownership until the court decides the application.
This check classifies a convening request under section 105 of the Stock Corporation Act. It does not replace a review of the articles, shareholder status and correspondence.
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Secure the written request, proof of receipt by the board, shareholder status, the three-month holding period and the missing response. These documents support a review of whether the court can authorise the shareholders to convene the meeting under section 105(4) of the Stock Corporation Act.
Reconcile the shares held by all applicants and the acquisition records. Section 105(3) generally requires five per cent of the share capital and ownership for at least three months. The articles may provide for a lower threshold or a less strict form.
Revise the request with a clear agenda, a separate proposed resolution for every agenda item and a concrete statement of reasons. Preserve the dispatch and receipt by the board.
Check whether the board is properly preparing the requested general meeting or whether the matter only concerns adding items to a meeting already convened. The legal basis and next step depend on that distinction.
Section 105 concerns the general meeting of a stock corporation. A GmbH follows different rules. A new convening must also be separated from a request to supplement an existing agenda.
Section 105(3) of the Stock Corporation Act links the minority right to a joint holding of at least five per cent of the share capital. The articles may connect the right to a less strict form or a lower shareholding. Before sending the request, review both the shareholding and the current articles.
The applicants must have held the shares for at least three months before applying. They must continue to hold them until the court decides the application. The preparation should therefore include deposit statements, acquisition records and a clear calculation of the relevant share capital.
The right concerns the convening of a general meeting of the stock corporation. It is separate from a request to add items to an already convened meeting and from claims against board members. That distinction determines the documents and procedure required.
The request must be addressed to the board in writing. It must contain an agenda. A proposed resolution must be submitted for every agenda item. The request must also state reasons. A general request for discussion does not replace these elements.
The agenda should describe each matter clearly enough for the shareholders and the company to understand what is to be discussed and decided. Proposed resolutions should state the intended decision precisely. The reasons explain why the matter should be dealt with by the general meeting.
The articles may make the form or shareholding threshold easier. They do not remove the need to check whether the request meets the applicable requirements. Preserve reliable proof that the request reached the board.
The board generally convenes the general meeting. If the convening does not originate with the board, section 105(2) requires the board to provide the cooperation necessary for proper convening and preparation. A minority request therefore does not automatically remove the board’s organisational role.
The Act also restricts the inclusion of persons, bodies, communication channels or languages for registrations and evidence that are not provided for by law or the articles. Such details may be included in the notice only with the board’s consent. This can matter for the practical preparation of the meeting.
If the board remains inactive after a complete request, record the inaction through the request, proof of receipt and the subsequent correspondence. A purely oral demand usually leaves the statutory facts difficult to prove.
Prepare the articles, a current company register extract, evidence of the shares held, acquisition records, the share-capital calculation and the complete request to the board. Add proof of delivery and every response from the board.
The documents should form one chronology: acquisition and continued ownership, drafting and dispatch of the request, receipt by the board, the response period and any court application. Unclear dates make it harder to assess the three-month holding period and continued ownership.
Section 105(6) provides that the company bears the costs of the general meeting and its preparation. That rule does not answer every question about the costs of court proceedings. Court steps should therefore be assessed separately.
Section 105 presupposes a stock corporation and a general meeting. A GmbH is assessed under its own rules for members’ meetings. The terms general meeting and shareholders’ meeting should therefore not be treated as interchangeable legal mechanisms.
A new convening must also be distinguished from supplementing the agenda of a meeting that has already been convened. A formally polished letter can still rely on the wrong legal basis if the actual objective is unclear. First establish whether a meeting is already pending and what outcome is sought.
The next step should document the legal form, articles, shareholding, holding period, content and receipt of the request, and the board’s response. Only then can the section 105 route be compared with another corporate-law procedure.
Under section 105(3) of the Stock Corporation Act, the requesting shareholders must jointly represent at least five per cent of the share capital. The articles may provide for a lower threshold.
Yes. The applicants generally must have held the shares for at least three months before applying and must continue to hold them until the court decides the application.
It must include an agenda, a proposed resolution for every agenda item and reasons. The articles may make the form easier, but the request should still document its basis and delivery.
If the complete request is not complied with, section 105(4) allows the court to authorise the applicants to convene the general meeting. The facts supporting the request and the board’s inaction must be proven.
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