Shareholders' resolution appointing or removing a GmbH managing director (Austria)
Published byDocMuse
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.
The shareholders' resolution of an Austrian GmbH or FlexCo appointing, removing or replacing a managing director (Geschäftsführer), passed at a general meeting or as a written circular resolution that every shareholder signs (§ 34 of the Austrian Limited Liability Companies Act, GmbHG), with the new director's acceptance. For the Austrian company register (Firmenbuch) the signatures are certified by a district court or a notary (§ 17 GmbHG): sign there, not at home; there is room for the certification note. 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)
- The partners and the shares each holds (at a meeting: present or represented)
- How the resolution is passed (general meeting, virtual meeting, or in writing by all shareholders)
- Date of the meeting or of the resolution in writing
- Managing director's academic degree (if any)
- Manager
- Managing director's date of birth
- Manager's address
- Decision: appointing, removing or replacing the managing director
- Date the appointment or removal takes effect
- Outgoing managing director removed in a replacement
- New managing director's power of representation (e.g. alone, as far as the articles allow)
- Result of the vote
- 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
- Must the signatures on a resolution about a GmbH managing director in Austria be certified?
- Yes, because the resolution goes to the Austrian company register (Firmenbuch): every appointment and removal must be filed without delay, with proof of the appointment in certified form (§ 17 GmbHG). A notary or a district court (Bezirksgericht) can certify, a lawyer cannot. So sign the resolution there, not beforehand at home. Notaries also certify online by video if you have ID Austria with full function.
- Can the shareholders of an Austrian GmbH pass a resolution by e-mail or by circulation?
- By circulation yes, by e-mail no. Without a meeting, every shareholder must agree in writing to the resolution or to voting in writing (§ 34 Abs 1 GmbHG), and in Austria writing means a signature: an e-mail is not enough. The majority is then counted on all the shareholders' votes, not just those cast (§ 34 Abs 2 GmbHG). Only a FlexCo's articles can allow text form (§ 7 FlexKapGG) — and for the company register this resolution needs certified signatures anyway.
- When can the shareholders of an Austrian GmbH remove a managing director?
- In principle at any time, by shareholders' resolution and without giving reasons (§ 16 GmbHG). If the appointment was made in the articles themselves, the articles may limit removal to good cause; a court can also remove a director for good cause. A shareholder being appointed or removed may vote (§ 39 Abs 5 GmbHG). Removal ends only the office: claims under a managing director's service contract are unaffected, and that contract has to be ended separately.
- Who files a change of managing director with the Austrian company register, and what goes with it?
- The managing directors file every change without delay, with proof of the appointment or removal in certified form — this resolution with certified signatures. A new director signs a specimen signature before the court or submits it certified; a removed director may file the end of their own authority (§ 17 GmbHG). Then check whether the beneficial-owners report under the Austrian WiEReG must be updated; companies whose shareholders are all natural persons are usually exempt.
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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