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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
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
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
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
Since July 2023, shareholders of a GmbH can also hold general meetings virtually, i.e. by video conference. However, the prerequisite for this is that this option is explicitly provided for in the articles of association of the GmbH. It must also be stipulated whether the meetings of shareholders are always
The capital contribution of a company with limited liability (“GmbH”) must amount to EUR 35,000, whereby at least EUR 17,500 must be paid in cash. However, there is also the possibility of making use of the so-called foundation privilege (“Gründungsprivilegierung”). The use of the founding privilege means: In addition to
In Austria a company with limited liability must have at least one managing director. Thereby, the Austrian Act on Limited Liability Companies (“GmbHG”) provides that managing directors are to be appointed by a shareholder resolution (section 15 GmbHG). However, as the list of issues that can be resolved only in a