OG cash contribution late: interest and further partnership loss

If a partner pays a cash contribution to an Austrian general partnership late, Section 111 UGB requires interest from the day on which payment should have been made. The rule also covers partnership funds delivered to the partnership cash desk late and funds withdrawn from that cash desk without authority.

The review needs one clear chronology: what payment or delivery was due, when was it due, when was it actually paid or withdrawn, and what additional loss did the partnership suffer? Section 111(2) UGB expressly leaves a claim for further loss open.

Section 111 UGB covers three late money movements

Section 111(1) UGB names three situations: a partner pays their own cash contribution late, partnership funds received by a partner are delivered to the partnership cash desk late, or money is withdrawn from that cash desk without authority. These situations begin with different facts. The file should state clearly which movement is involved.

For a contribution, the focus is the partner's duty to pay. For delivered partnership funds, the first questions are when the funds were received and when they should have reached the partnership cash desk. For a withdrawal, the key facts are the date of removal and the absence of authority.

Derive maturity and the relevant date from the records

A late payment requires a reliable date on which payment or delivery should have occurred. That date may follow from the partnership agreement, a contribution arrangement, a partner resolution or another evidenced agreement. The reviewed wording of Section 111 UGB does not set one uniform calendar date for every OG.

For a withdrawal, the reference point is the day on which the money was removed from the partnership cash desk. Bank statements, cash records, receipts, messages and accounting entries should therefore be assembled into a chronological overview. Conflicting or incomplete dates should be resolved before the claim is calculated.

Interest starts on the relevant delay date

Section 111(1) UGB requires interest from the day on which payment or delivery should have occurred. For an unauthorised withdrawal, the statutory reference point is the day of removal. The start of interest therefore follows the particular money movement and its established timing.

The records should show the amount due, the relevant date, the actual receipt or withdrawal and later entries separately. The interest amount should not be copied from a template percentage. It must be determined under the legal basis applicable to the individual claim.

Further partnership loss remains claimable

Section 111(2) UGB does not exclude a claim for further loss. Interest and loss beyond the interest must be handled as separate parts of the review. A late contribution explains the possible interest claim, but it does not by itself establish every additional disadvantage suffered by the partnership.

The further loss needs its own account: what consequence occurred, when did it occur, how is it connected to the late payment, delivery or withdrawal, and which records support the amount? Internal accounting entries, payment demands, financing records and correspondence can complete the chronology.

The evidence file must connect the duty and the loss

For a contribution, collect the partnership agreement, contribution arrangement or resolution, payment instruction and bank statement. For partnership funds, add the records showing receipt, the required delivery and the actual accounting. For a withdrawal, secure the cash book, bank record, receipt review and documents showing the lack of authority.

A short chronology should show four points: the money movement due, the relevant date, the actual event and the resulting amount. A separate part for further loss prevents interest, repayment and additional disadvantages from being merged into one unclear figure.

Keep the OG claim separate from GmbH contributions and calls

A cash contribution in an OG and an unpaid share contribution in a GmbH involve different statutory and contractual reviews. The same applies to an additional contribution call in a GmbH. The legal form, the specific arrangement and the purpose of the payment should therefore be recorded at the beginning of the claim analysis.

For the distinction from GmbH disputes, see the separate explanations of voting obligations in a shareholders’ agreement and compensation after exclusion from a GmbH. Those articles address different legal questions and do not replace the review of an OG cash contribution under Section 111 UGB.

State the money movement and amount precisely before demanding payment

Before sending a demand, identify the contribution, delivery or withdrawal, evidence the relevant date and reconcile the actual money flow. Show interest as a separate calculation item. Further partnership loss requires a separate explanation and supporting records.

If maturity, authority or the connection to the additional loss remains open, the file should say so. A reliable claim rests on an examined chronology, the correct legal form and a separate presentation of interest and further loss. Further legal information is available through BRANDaktuelle Rechtsnews.

Frequently asked questions about Section 111 UGB