Classify the legal form and intended organ function first.
First establish whether an Austrian GmbH plans to appoint a person as managing director. Section 15(1a) GmbHG is not the sole basis for a different legal form or function.
Three-year disqualification after a criminal conviction: GmbH managing director
Section 15(1a) GmbHG bars a managing-director appointment for three years after certain final convictions carrying more than six months imprisonment.
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Contact the teamSection 15(1a) GmbHG prevents the appointment of a person as managing director where an Austrian court has finally convicted that person to more than six months imprisonment and the conviction concerns at least one offence listed in the statute. The statutory disqualification ends three years after the conviction becomes final.
The initial review must therefore connect the legal form, conviction, sentence, offence and date of finality. The company should record these points before the appointment resolution and before filing the change with the company register.
Initial classification
Does the three-year disqualification apply?
This check classifies the legal form, final conviction, sentence and expiry of the statutory disqualification under section 15(1a) GmbHG. The complete file remains decisive for the final review.
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Is the person to be appointed as managing director of an Austrian GmbH?
All paths at a glance
Overview of all answers.
Document finality and the court of the criminal conviction first.
Secure the complete judgment, proof of finality and the details of the deciding court. Without these facts, the start of the three-year period cannot be established reliably.
Review offence and sentence separately from the judgment.
Compare the offence established in the judgment with the offences listed in section 15(1a) GmbHG. Check the sentence precisely and record whether it exceeds six months imprisonment.
Do not approve the appointment while the three-year period is running.
Record the date of finality and the end of the three-year period. While the statutory consequence continues, the planned appointment must be stopped and reviewed under section 15(1a) GmbHG.
Document expiry and review the remaining requirements.
Document that three years have passed since finality. This ends the specific statutory disqualification. The remaining statutory, articles-based and factual requirements for the appointment still require a separate review.
Section 15(1a) GmbHG has defined conditions
The statutory bar concerns the function of managing director of a GmbH. Section 15(1a) GmbHG ties it to a final conviction by an Austrian court carrying more than six months imprisonment and at least one of the criminal offences expressly listed in the statute. A criminal conviction of any kind therefore does not trigger this consequence.
The review starts with the legal form and the intended function. Section 15(1) GmbHG also requires a natural person with legal capacity. The disqualification discussed here is one distinct appointment requirement. Section 15(1b) GmbHG contains a separate rule for comparable convictions by foreign courts. This article focuses on subsection 1a.
Compare the offence and sentence with the judgment
Section 15(1a) GmbHG lists the relevant offences individually. They include, among others, fraud, breach of trust, money laundering, fraudulent bankruptcy and tax fraud, as well as certain competition restrictions in procurement procedures. A label in correspondence is not enough. The decisive material is the final judgment and the offence on which the conviction rests.
The sentence must also be established precisely. The statute requires more than six months imprisonment. Exactly six months does not satisfy that wording. The company should therefore secure the judgment, sentence and legal classification together before the shareholders vote on the appointment.
The three-year period runs from finality
Under the wording of section 15(1a) GmbHG, the disqualification ends three years after the conviction becomes final. The date of finality is therefore the statutory reference point. The date of the judgment, the start of imprisonment or the planned appointment date does not replace that reference point.
The file should contain a short timeline with the judgment, proof of finality and the resulting end date. If the date of finality is unclear or several decisions exist, the relevant conviction and date must be identified first. An appointment should rest on a verifiable factual basis.
Review appointment and company-register filing together
The shareholders should review the requirements for the managing-director function before adopting the appointment resolution. A resolution naming the person and a subsequent company-register filing do not change the fact that section 15(1a) GmbHG bars the function while the period is running. Substantive eligibility must therefore be addressed before the formal steps.
The preliminary review should include the complete judgment, proof of finality, offence, sentence and calculation of the three-year period. Technical filing, representation and handover questions belong to a separate track. The article on GmbH director changes addresses those wider transition issues.
Keep disqualification separate from removal
The disqualification under section 15(1a) GmbHG answers whether a person may be a managing director. Removal for cause follows a different company-law route. Managing-director liability is a separate question about possible responsibility for particular breaches of duty and loss.
A shareholder dispute should keep these levels in separate records. When a person already appointed as managing director must be reviewed after a criminal conviction, the first step is to classify section 15(1a) GmbHG and the time period. The existing article on removal for cause addresses the separate removal question.
Prepare the first review with a complete file
The current company-register extract, articles and planned appointment resolution should be linked to the criminal documents. Add the complete judgment, proof of finality, the precise term of imprisonment and the findings concerning the listed offence. Each document should have a clear connection to whether section 15(1a) GmbHG still applies.
If one point remains open, record the uncertainty in the timeline and pause the appointment until the issue has been classified. A company-register entry, internal approval or prepared service agreement does not replace the review of the statutory disqualification. This keeps the organ question separate from later contract and liability issues.
Frequently asked questions about the three-year disqualification
Does every criminal conviction lead to a three-year disqualification?
No. Section 15(1a) GmbHG requires a final conviction by an Austrian court carrying more than six months imprisonment and at least one of the offences listed in the statute. The specific conviction must therefore be reviewed from the judgment.
Is exactly six months imprisonment enough?
The wording of section 15(1a) GmbHG requires more than six months imprisonment. Exactly six months does not reach that threshold. The judgment and sentence should still be recorded in full.
When does the three-year period start?
The statutory consequence ends three years after the conviction becomes final. The proven date of finality, rather than merely the date of judgment, is therefore decisive for the calculation.
Can the company appoint automatically after the three years expire?
The specific statutory disqualification ends when the period expires. The other statutory, articles-based and factual requirements for the managing-director appointment still require a separate review.
Does a company-register entry resolve the disqualification?
No. The register entry does not replace the substantive review of whether the person may be a managing director. The company should verify the judgment, finality, sentence and period before the appointment resolution and filing.
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