Higher liability in an Austrian cooperative: the 14-day right to terminate membership

If a cooperative resolves to increase members’ liability or their business shares, section 33(4) of the Austrian Cooperative Act (GenG) can make the resolution ineffective against an individual member when the statutory conditions are met. The requirements concern attendance or representation, an objection declared for the record before the meeting ends, entry of the resolution in the minutes book, termination of membership and departure under that termination.

This special rule concerns the particular resolution and the individual member. It is not a general action to challenge the resolution. The vote, entry date, termination notice and effective departure must be placed in a clear timeline.

Which resolutions trigger the special termination right?

Section 33(3) GenG addresses resolutions to increase or reduce liability or member shares. It requires at least two thirds of the votes cast and at least one third of members present or represented. The cooperative contract may impose stricter requirements.

Section 33(4) GenG concerns an increase. A change to a different contractual term or a dispute about the validity of a resolution does not automatically fall within this special rule. First identify the wording and voting result.

Which members can rely on the protection?

The statute names two groups. The first covers members who were neither present nor represented at the general meeting. The second covers members who voted against the resolution and declared an objection for the record before the meeting ended.

For the second group, a vote against the resolution is not enough by itself. The objection must be declared for the record before the meeting ends. Preserve when and how it was declared and how the minutes treat it. A member represented at the meeting does not qualify as absent and unrepresented.

The 14 days run from entry in the minutes book

The period runs from the date on which the resolution is entered in the minutes book. The meeting date or receipt of a separate notice does not replace that statutory reference point. Establish the actual entry date before assessing the period.

Keep the entry date and evidence of delivery of the termination notice. If the entry date is unknown, the period cannot reliably be calculated from the date of the general meeting.

Termination and departure must occur within the period

Section 33(4) GenG ties the lack of legal effect to two acts no later than the fourteenth day after entry: the member must terminate membership and leave under that termination. Notice alone does not state the full condition.

Section 33(4) GenG requires both steps by that deadline. Establish the entry date, the termination notice and its delivery, and the date on which departure under that notice took effect. If a date is missing or the effective departure is unclear, the individual effect of the resolution cannot yet be assessed reliably.

Build a timeline from the records and dates

Arrange the resolution wording, meeting date, attendance and representation, votes and the objection declared for the record before the meeting closed. Add the entry date, the notice and proof of delivery, and the resulting departure date. Mark information that is missing or inconsistent.

The evidence preservation checklist and evidence and procedural strategy help organise records by fact and legal outcome. The glossary entry on general meetings explains the term. For the separate GmbH context, the articles on GmbH resolution records and calling a GmbH general meeting address their own rules. They do not determine cooperative members’ rights under the GenG.

If you would like the period and departure reviewed against specific records, contact the firm through its contact page. Receive new articles and legal updates through the BRANDAKTUELL legal newsletter.

Questions about an increase in cooperative liability