Resignation of a GmbH managing director (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.
The declaration by which a managing director of an Austrian GmbH or FlexCo resigns under § 16a of the Austrian Limited Liability Companies Act (GmbHG) — at once for good cause, otherwise after 14 days or on a later date. The same letter goes to every shareholder; the other managing directors and any supervisory board chair receive a copy. With the request to file the end of the director's authority with the company register (Firmenbuch, § 17 GmbHG) and an acknowledgement of receipt, since receipt has to be proved. In German.
What you fill in
The details the document asks for.
- Manager
- Manager's address
- Shareholder this copy is addressed to
- This shareholder's address (street, number/staircase/door, postcode and town)
- City
- Date
- Company name
- Company's number in the Austrian company register (FN)
- Company's seat (the municipality named in the articles)
- Court keeping the company's register entry (as on the register extract)
- When the resignation takes effect (at once for good cause, after 14 days, or later)
- Good cause (immediate resignation only)
- Later effective date (only if that option is chosen)
- All shareholders a letter with the same wording goes to (names)
- Other managing directors, and any supervisory board chair, who receive a copy
- Director's service contract: unaffected, terminated, or none
Preview
This document is produced for you. Your answers are typed into it and the finished PDF is yours to keep.
Common questions
- When does the resignation of a GmbH managing director in Austria take effect?
- With good cause the resignation can be declared with immediate effect; otherwise it takes effect only after 14 days (§ 16a Abs 1 GmbHG). A later date may be chosen. A director who is or becomes disqualified under § 15 Abs 1a or 1b GmbHG — after certain convictions, for instance — must resign without delay, with effect after 14 days (§ 16a Abs 3 GmbHG). The 14 days run from receipt of the declaration by the last shareholder.
- To whom does a managing director in Austria address the resignation?
- To the general meeting if the resignation was announced on its agenda, otherwise to all shareholders (§ 16a Abs 2 GmbHG) — so one identical letter to each. The other managing directors and, where there is a supervisory board, its chair must be informed. The resignation takes effect on receipt, and posting an ordinary letter does not prove it: hand each copy over against a dated signature on a duplicate, or send it by registered post with the “Eigenhändig” (addressee only) option, and keep the receipts.
- Who files the resignation of a managing director with the Austrian company register?
- The company's managing directors, without delay (§ 17 GmbHG). If they do not, the director who resigned may file the end of their own authority, proving that the resignation was received — hence the acknowledgement on the copy or the registered-post receipts. The filing itself is signed with a signature certified by a court or a notary, and is usually submitted through a notary or a lawyer.
- Does resigning in Austria also end the managing director's service contract?
- No. A resignation under § 16a GmbHG ends the office; a service contract continues alongside until it is terminated by notice, ended by mutual agreement or — for an employee — ended by resignation for cause (Austritt). The letter lets you choose whether the contract is unaffected or given notice at the same time. Which notice periods apply follows from the contract and the law; for an employee, Austrian labour law applies.
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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