Fachgebiet
Lawyer for Business Law & Company Law
From formation to liquidation: legal support for companies and their shareholders.
The firm provides comprehensive advice in Vienna on questions of business and company law – from formation through to liquidation. Where an out-of-court solution is not possible, your claims are enforced in court.
The range of services in business and company law covers
- legal questions concerning companies and their shareholders, above all in the law of the GmbH (limited liability company), the GmbH & Co. KG and partnerships proper (GesbR, OG, KG);
- the drafting and review of company law agreements (articles of association, participation agreements, cooperation agreements, joint ventures, managing director service contracts, etc.);
- company formation and its financing, including advice on the choice of legal form with the operating risk in mind;
- representation of companies, shareholders and corporate officers before the courts throughout Austria;
- advising, representing and supporting the company's officers (managing directors, management board members, supervisory board members, authorised signatories) including cases of officers' liability;
- the appointment and removal of managing directors, authorised signatories, management board members and supervisory board members;
- advice, representation and mediation in shareholder disputes;
- the purchase, sale and restructuring of businesses;
- support with business succession.
The enforcement or defence of claims, too, has to be handled efficiently, economically and purposefully from a business law perspective. It is therefore in the natural interest of every management board member, managing director, authorised signatory, shareholder or sole trader that the legal questions relevant to the business are answered, so that future business decisions can be taken.
HÖLLWARTH advises you on which company form is the best option for your business and supports you comprehensively in questions of business and company law.
Where necessary and desired, an interdisciplinary team of advisers (cooperation partners, tax advisers, auditors) is assembled for more complex transactions in order to ensure that matters run smoothly.
Häufige Fragen
Is a GmbH the right legal form?
For most businesses with operating activity, yes. The GmbH (limited liability company) separates private and company assets, is entered in the Firmenbuch (Austrian companies register) and is familiar to investors and banks. The trade-off is the cost of formation, accounting obligations and running costs. On a very small scale a sole proprietorship may be the better fit, and where there are several founders the FlexCo.
How much share capital does a GmbH need?
The minimum share capital is 10,000 euros; at least half of it has to be paid in in cash. The former founding privilege (Gründungsprivilegierung) fell away when that figure was reduced. The share capital is not a fee but remains working capital of the company – after formation it is available for day-to-day operations.
Can I set up a FlexCo?
Yes. The Flexible Kapitalgesellschaft has been available since 2024 and sits between the GmbH and the Aktiengesellschaft (public limited company). It is of interest above all for its employee shares (Unternehmenswert-Anteile), which allow employees to hold a stake without voting rights, and for the eased formal requirements on the transfer of shares. For start-ups with participation programmes it is the more suitable legal form.
Is a notarial deed required?
For the articles of association of a GmbH, yes – they require a Notariatsakt (notarial deed). The same applies in principle to any later transfer of shares. For straightforward single-member formations there is a simplified digital route. With the FlexCo the transfer of shares is formally easier, which noticeably simplifies investment rounds.
Does a shareholders' agreement make sense?
Where there are several shareholders, almost always. The articles of association are open to public inspection and set out the basic framework; the Syndikatsvertrag (shareholders‘ agreement) stays confidential and governs the delicate points: voting commitments, call rights, drag-along obligations, non-compete clauses and exit. Anyone who leaves these questions until a dispute arises negotiates from the worst position imaginable.
Is a managing director personally liable?
Towards the company, yes, if they fail to apply the care of a prudent business person. Towards third parties, in principle only the GmbH is liable. That is broken through in special cases – above all for taxes, social security contributions and a late application for insolvency. A discharge granted by the shareholders offers no protection against third-party claims.
Is a managing director liable for tax debts?
Yes, this is one of the most important grounds of liability. Anyone who culpably fails to remit taxes and social security contributions is personally liable for them with their private assets. Where liquidity is tight, the principle of equal treatment applies: preferring other creditors is precisely what establishes liability. Document payment decisions in a way that can be followed afterwards.
Can a managing director be removed?
Yes, in principle at any time by shareholders‘ resolution – the office ends with immediate effect. The service contract is a separate matter: it continues to run until it is effectively terminated and may provide for notice periods or severance payments. Office and employment relationship should therefore always be governed separately.
Can I exclude a fellow shareholder?
Only with difficulty and only for good cause – for instance a serious breach of fiduciary duty or a lasting breakdown of relations. Without a contractual basis, the route runs through court proceedings and takes time. It is considerably easier where the articles of association or the shareholders‘ agreement provide for call rights and a valuation procedure. These clauses have to be agreed before the conflict.
Can a shareholder challenge resolutions?
Yes, but quickly. Resolutions that breach the law or the articles of association can be contested by action; the time limit is one month. Common grounds are defects in the notice or in the form, missing majorities, or voting bans where there is a conflict of interest. Once the time limit has passed, even an unlawful resolution can no longer be attacked.
Can I sell company shares?
Yes. The transfer of a GmbH share requires a Notariatsakt (notarial deed), and the change is recorded in the Firmenbuch (Austrian companies register). Note any pre-emption and call rights as well as consent requirements in the articles of association – if they are passed over, the transfer is open to challenge. The tax position should be examined in advance; it often decides the structure.
Does a due diligence review make sense?
On a company purchase it is practically indispensable. The review covers company law, contracts, employment relationships, real property, industrial property rights, taxes and pending proceedings. The findings feed directly into the purchase price, the warranties and the liability holdback. Anyone who buys without a review takes on risks that can hardly be passed back to the seller afterwards.
Is a non-compete clause permissible?
During the contractual relationship, yes – managing directors are subject to a non-compete duty by law in any event. Post-contractual restrictive covenants, by contrast, are only effective within limits: for employees there are time limits and pay thresholds, and a restriction on earning a living that offends good morals is ineffective. Clauses drafted too widely come to nothing.
Is a contractual penalty permissible?
Yes. A contractual penalty (Konventionalstrafe) can be agreed for the event of non-performance or defective performance and does not have to be justified by a specific loss. Courts can, however, reduce an excessive penalty. State expressly whether loss going beyond the penalty can be claimed in addition – otherwise compensation is settled by the penalty.