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- Gregor Grubhofer
No, advance payments on future claims to profits are not permitted (6 Ob 84/17x; 6 Ob 128/17x). The profit of a GmbH may not be distributed before the annual financial statements have been adopted and a resolution on the appropriation of profits has been passed. A shareholder who receives a
- Gregor Grubhofer
The contractor is generally responsible for handing over defect free work to the employer and must rectify any defects caused by non-contractual performance. However, sometimes only ‘visual defects’ occur during the construction of buildings, such as cracks, scratches, unevenness, dirt or deviations that are largely inconspicuous when viewed impartially and
- Gregor Grubhofer
The policyholder must disclose to the insurer all material risk circumstances of which he is aware before concluding the insurance contract. A circumstance which the insurer has expressly asked about in writing is deemed to be material in case of doubt. However, the policyholder must also inform the insurer after
- Gregor Grubhofer
Duties of loyalty are generally recognised in company law and in particular in the case of the company with limited liability (GmbH) in established case law. Duties of loyalty exist not only between the shareholders and the company, but also between the shareholders themselves. These duties of loyality can vary
- Gregor Grubhofer
Shareholder resolutions that violate the law (e.g. participation of a shareholder who is excluded from voting rights) or the articles of association can be challenged by the outvoted or an absent shareholder who was not properly invited to the shareholders’ meeting, by filing a lawsuit against the company. Outvoted shareholders
- Gregor Grubhofer
The GmbH shareholder has a comprehensive right to information from the company, which, according to case law (6Ob11/08y), also includes the right to inspect the books. A shareholder may not only inspect the books of the company but also of the wholly-owned subsidiaries of the company within fourteen days prior