Review the withdrawal declaration and the settlement date promptly.
Put the resolution, your vote, the payment demand and the withdrawal declaration into one chronology. Then review the settlement using the resolution date.
Additional 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.
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Contact the teamA GesbR may resolve an additional contribution for a turnaround where the partnership could otherwise not continue. Section 1184(2) ABGB links that power to a majority resolution and to the partners’ capital interests. A partner who did not agree to the resolution and does not pay the contribution may withdraw from the partnership within a reasonable period.
The review therefore has four parts: the need for continuation, the resolution, the partner’s dissent and the receipt of the withdrawal declaration. The provision gives no fixed number of days for the reasonable period. The valuation and settlement also follow a specific date: the time of the resolution on the additional contribution.
Additional contribution in a GesbR: dissenting minority may withdraw
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Is it documented that the GesbR could not otherwise continue without the contribution?
All paths at a glance
Overview of all answers.
First establish why continuation requires the contribution.
Set out the specific continuation measure, funding need and consequences of non-payment. A general reference to insufficient liquidity does not complete the section 1184(2) review.
Separate assent, non-payment and receipt of the declaration.
Check the recorded vote, whether the contribution remained unpaid and when each declaration was received. This chronology shows whether the statutory withdrawal right was exercised in practice.
When a contribution may be resolved for continuation
Section 1184(2) ABGB permits a majority resolution on additional contributions even where the partnership agreement contains no contribution obligation. The condition is that the partnership could otherwise not continue. The provision therefore connects the capital need to the continuation of the GesbR.
Start with the planned continuation: Which current obligation, project or funding gap threatens ongoing work? What would happen to the partnership if the amount could not be raised? Those facts belong in the resolution file. The topic page on deadlock addresses blocked decisions as a separate dispute pattern.
Review the resolution, majority and capital interests
The contribution is resolved by the majority referred to in section 1184(2) ABGB. The resolution should show its reason, the need for continuation and the requested contribution. Payment is determined in proportion to the capital interests. A single flat amount for every partner does not automatically reflect that statutory basis.
The file should bring together the partnership agreement, voting materials, minutes, capital interests and payment demand. The existing guide to additional contributions in a GmbH concerns a different legal form and illustrates why the legal basis for the call must be identified precisely.
What the dissenting partner must review
Section 1184(2) ABGB attaches the withdrawal right to two facts: the partner did not agree to the resolution and does not pay the contribution. The provision refers to the partner who did not agree. A minority shareholding is therefore not an additional statutory requirement.
Withdrawal must be declared within a reasonable period. The law gives no uniform number of days. The circumstances include knowledge of the resolution, the amount and due date of the contribution and the time needed to prepare a meaningful declaration. The right cannot be waived in advance. Keep this route separate from leaving a GmbH for good cause, which concerns a different legal form.
The resolution date governs the settlement
For the settlement with a partner who has withdrawn or been excluded, section 1184(2) ABGB makes the time of the resolution on the additional contribution decisive. That valuation date must be separated from the later withdrawal declaration and the later calculation or payment process.
The partner’s interest in pending transactions is also determined by reference to that time. Document assets, liabilities, open agreements and unfinished transactions around the resolution. The glossary entry on deadlock describes another conflict mechanism and does not replace a section 1184(2) settlement calculation.
Collect the documents for the review
The file should contain the partnership agreement and amendments, capital schedules, resolution materials, voting records, funding documents, payment demand and withdrawal declaration in chronological order. Record when the partner learned of the resolution and the requested amount.
Preserve the documents in their original form and connect each fact to the relief being considered. The evidence preservation checklist supports this first step. If the majority seeks exclusion, the topic page on shareholder exclusion is the relevant neighbouring area.
Frequently asked questions about additional contributions in a GesbR
Must the partnership agreement provide for an additional contribution?
No. Section 1184(2) ABGB permits a resolution even without such an agreement where the GesbR could otherwise not continue and the required majority is achieved.
Does the minority have to pay the same amount as the majority?
The contribution is determined in proportion to the capital interests. The amount for each partner must therefore be traceable from the resolution and the capital interests.
When may the dissenting partner withdraw?
A partner who did not agree to the resolution and does not pay may withdraw within a reasonable period. The law gives no fixed number of days. The individual circumstances and receipt of the declaration must be reviewed.
Can the withdrawal right be waived in the partnership agreement?
No. The withdrawal right under section 1184(2) ABGB cannot be waived in advance.
Which date applies to the settlement?
The time of the resolution on the additional contribution governs the settlement and the determination of the partner’s interest in pending transactions.
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