Where one Austrian GmbH share belongs to several co-entitled persons, section 80 GmbHG requires joint exercise and regulates representation, notices and payment liability.
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Contact the teamWhere one Austrian GmbH share belongs to several co-entitled persons, they may exercise the rights attached to that share only jointly. One person cannot therefore cast a vote for the entire share, demand a distribution or take another shareholder action alone unless the joint exercise has been validly organised.
Section 80 GmbHG also answers two practical questions. The company may act effectively towards each co-entitled person until a common representative has been notified. The co-entitled persons are jointly and severally liable for performances due on the share. In an internal conflict, exercise of rights, notices and payment liability must be reviewed separately.
Under section 80(1) GmbHG, several co-entitled persons may exercise the rights attached to the share only jointly. This concerns the corporate action taken from the share. One person cannot simply vote for the entire share or demand a distribution for all co-entitled persons alone.
The co-entitled persons may agree internally on one person, one statement or one course of action. The company must still be able to identify how joint exercise is taking place. The article on disputed shareholder status addresses the separate question of who appears as shareholder in the company register.
The co-entitled persons may notify the company of a common representative. This creates a practical communication line for the share. It does not resolve the internal entitlement, but it identifies how the company is to receive the joint exercise of rights.
The notice should be provable and identify the share, the co-entitled persons and the scope of authority. If it is unclear whether and when the company learned of the notice, the entire communication history must be put in chronological order.
Where a vote is imminent, preserve the notice, agenda, representative notification, joint statement and minutes in one file. The resolution challenge check can help organise the relevant resolution documents.
Until a common representative has been notified, legal acts by the company concerning the share are effective against each co-entitled person under section 80(2) GmbHG. A person cannot rely solely on the fact that another member of the entitlement community received the letter.
The content, receipt and date of every communication matter in practice. This includes meeting notices, payment demands, management statements and information about a planned distribution. After a common representative has been effectively notified, the communication structure for later events must be reviewed on that basis.
Under section 80(1) GmbHG, the co-entitled persons are jointly and severally liable for performances due on the share. The company may therefore generally demand the outstanding performance from any one of them. This does not finally determine how the burden is allocated internally.
Review the legal basis, amount, due date, demand and payments already made. Internal contribution is a separate question. The article on company-register cooperation after a share transfer concerns registration cooperation and not joint liability under section 80 GmbHG.
An internal conflict may make joint exercise practically impossible. First identify the imminent action: a vote, a notice, a performance or a distribution. That determines which documents and next step are useful.
Secure the articles, acquisition and transfer documents, company register extract, representative notice, meeting records, payment demands and relevant communications. New legal information is available through BRANDaktuellen Rechtsnews.
Section 80 GmbHG answers joint exercise, the effect of company acts and external liability. Internal shares, the origin of the co-entitlement and any contribution between the persons require separate review of the documents.
As a rule, no. Section 80(1) GmbHG requires several co-entitled persons to exercise the rights attached to the share jointly. A valid common representation must be taken into account.
The co-entitled persons may notify the company of a common representative. This creates a unified form of communication and exercise for the share. The internal entitlement remains a separate issue.
Until a common representative has been notified, company acts concerning the share are effective against each co-entitled person. The receipt and date of each statement should be documented.
The co-entitled persons are jointly and severally liable for performances due on the share under section 80(1) GmbHG. Their internal allocation of the burden requires separate review.
Section 80 GmbHG concerns one share belonging to several co-entitled persons. Two people who each hold a separate share must be distinguished from that situation.
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