Apply the contractual method to the company figures.
Record the applicable valuation date, contractual method and permitted adjustments. Any expert opinion should follow those instructions and make the calculation transparent.
Enforce 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.
Your 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 teamCompensation is often the last dispute in the shareholder conflict. Clause, valuation method and safeguard must line up exactly, otherwise payment becomes a multi-year procedure.
Enforce compensation after termination in a structured way
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Where is the enforcement stuck?
All paths at a glance
Overview of all answers.
Interpret the clause and valuation date first.
Compare the articles, notice of termination, exit date and available valuation documents. Only once method and date are determined can the required figures and the amount of the claim be assessed reliably.
Assess the monetary claim together with the specific risk.
Late payment alone does not justify interim protection under section 379 of the Austrian Enforcement Act. The claim and a concrete threat to later recovery must be shown. The court can then select a statutory measure that fits the threatened asset.
Separate late payment from a real risk to recovery.
Document maturity, demand, response and available payment information. A broad account freeze cannot be based on non-payment alone. Depending on the facts, the next step may be a payment action, a secured instalment agreement or a later narrowly supported injunction.
Valuation and date
Without a clear valuation date the calculation becomes inconsistent. Contractual rules may refer to the last financial year, receipt of the termination notice or the actual exit. The wording determines which accounts, forecasts and later changes are relevant.
The topic page on compensation, share valuation and exit places valuation method, date and payment plan in context. For the concrete claim, the articles, termination notice and expert opinion must describe the same valuation event. The article on contractual exit from a GmbH addresses the prior question whether termination triggers the agreed exit mechanism.
Safeguarding the payment claim
Section 379 of the Austrian Enforcement Act requires a concrete threat to later recovery of a monetary claim. The applicant must show, for example, a probable disposal, concealment or removal of assets. Uncertainty about willingness to pay is not automatically enough.
The court does not impose an arbitrary freeze of key accounts. The statute provides defined measures such as a third party prohibition, deposit of money or a prohibition on sale and encumbrance. The measure, asset and risk must fit together. The guide to a preliminary injunction against an asset transfer explains the link between the claim, evidence and protective objective.
Coordinate the claim, information and safeguard
Before seeking payment, establish whether the amount under the termination clause is already determinable and due. If valuation data is missing, a precisely defined information or accounting request may come first. That request does not replace the assessment of the payment claim.
Preparing shareholder exclusion concerns a different exit route. Its separation of valuation basis, documents and payment helps define the subject of a termination-compensation dispute.
Short answers.
How are GmbH shares typically valued?
Often by capitalised earnings or modified asset value. Contractual clauses modify these methods.
Can compensation be paid in instalments?
That depends on a valid contractual rule or a later agreement. Instalment amount, maturity, interest and security should be stated clearly.
Is late payment enough for a preliminary injunction?
Not automatically. For a monetary claim, section 379 EO also requires a concrete threat to later recovery and a statutory measure suited to that threat.
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Safeguard, challenge and enforce shareholder disputes. Portal for active GmbH conflicts covering first safeguards, resolution challenge, exclusion and preliminary injunction.
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