Minutes of the general meeting or circular resolution: annual accounts of a GmbH (Austria)
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This document is in German
The PDF you download is in German — that is the language it has to be filed in, so it is not translated. Everything on this page is here to tell you what it says.
Minutes of the general meeting of an Austrian GmbH or FlexCo — or the circular resolution every shareholder signs — adopting the annual accounts, deciding on the balance-sheet profit and discharging the managing directors, with a vote result for each item. The resolutions are due within the first eight months of the financial year (§ 35 Abs 1 Z 1 of the Austrian Limited Liability Companies Act, GmbHG); a vote in text form exists only in a FlexCo whose articles provide for it. With a note on filing with the company register (Firmenbuch) within nine months. In German.
What you fill in
The details the document asks for.
- Company name
- Company's seat (the municipality named in the articles)
- Company's number in the Austrian company register (FN)
- Court keeping the company's register entry (as on the register extract)
- How the resolutions are passed (general meeting, virtual meeting, in writing by all shareholders, or in text form in a FlexCo)
- Date of the meeting or of the resolution in writing
- Time the meeting began (leave empty for a resolution in writing)
- Place of the general meeting (address)
- Chair of the meeting (leave empty for a resolution in writing)
- The partners and the shares each holds (at a meeting: present or represented)
- Financial year
- Vote result – financial statements
- Allocation of profit or cover of loss
- Vote result – allocation of profit
- Discharge of the managing directors
- Vote result – discharge
- Other resolutions of the meeting (no changes to the articles or the capital)
- City
- Date
Preview
This document is produced for you. Your answers are typed into it and the finished PDF is yours to keep.
Common questions
- By when must an Austrian GmbH adopt its annual accounts and file them with the company register?
- The shareholders decide on the accounts, the balance-sheet profit and the discharge within the first eight months of the financial year, for the year just ended (§ 35 Abs 1 Z 1 GmbHG) — whatever the company's size. The managing directors file the accounts with the register court no later than nine months after the balance-sheet date (§ 277 UGB), since 1 January 2026 through JustizOnline rather than FinanzOnline; for filings from 1 July 2026 they also declare the size class (§ 277 Abs 4 UGB). Late filing brings repeated coercive fines from € 700 (§ 283 UGB).
- Can an Austrian GmbH adopt its annual accounts without a general meeting?
- Yes, in writing, if every shareholder agrees to the resolution or to voting in writing and signs (§ 34 Abs 1 GmbHG); an e-mail is not enough. A virtual general meeting is possible where the articles provide for it under the Austrian VirtGesG. In a FlexCo the articles may allow a written vote without everyone's consent, and votes cast in text form (§ 7 FlexKapGG) — in a GmbH they may not.
- Must the balance-sheet profit of an Austrian GmbH be distributed?
- The shareholders decide on distributing the balance-sheet profit only where the articles reserve it to a resolution (§ 35 Abs 1 Z 1 GmbHG). Without such a clause, the balance-sheet profit belongs in principle wholly to the shareholders. So item 4 records what the articles provide and what is decided — distribution, carrying forward or a reserve. Changes to the articles do not belong in these minutes; they need a notarially recorded resolution (§ 49 GmbHG).
- How is the general meeting of an Austrian GmbH called, and who votes on the discharge?
- Unless the articles say otherwise, by registered letter to each shareholder with the agenda, leaving at least seven days between posting and the meeting (§ 38 GmbHG); the meeting takes place at the company's seat (§ 36 GmbHG). If all shareholders agree, they can waive the formalities and periods. A shareholder who is also a managing director does not vote on their own discharge (§ 39 Abs 4 GmbHG); a proxy needs a written power of attorney (§ 39 Abs 3 GmbHG).
How you can sign this document
- Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
- Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked
DocMuse sells documents, not legal advice. Acceptance always depends on the recipient's rules and your local law.
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