83. Federal Act amending the General Civil Code and the Company Law Book on the Reform of the Society of Civil Law (GesbR-Reform Act-GesbR-RG)
The National Council has decided:
Amendment of the general bourgeois code
The General Civil Code, JGS No. 946/1811, as last amended by the Federal Law BGBl. I No 33/2014, shall be amended as follows:
1. In § 826 the second sentence reads:
"For a mere co-ownership community, the provisions of the twenty-seventh main piece shall apply only if the co-owners expressly agree to cooperate as members of a society of civil law."
2. The § § 1175 to 1216e are together with the headings:
" Twenty-twenty-seventh main piece
From the civil society
The concept and legal nature of the civil law
§ 1175. (1) In order to pursue a common purpose by means of a particular activity, two or more persons shall be united by a contract, forming a society. If they do not choose a different form of society, they form a society of civil law in the sense of this main piece.
(2) The society of civil law is not legally capable.
(3) It shall be able to pursue any permitted purpose and shall have the subject of any activity permitted.
(4) The provisions of this item shall also apply to other companies where there are no special provisions for them and where the application of those provisions also takes account of the rules applicable to the company in question. The principles are appropriate.
Internal and external society
§ 1176. (1) The shareholders may restrict the company to their relationship with one another (internal company) or occur jointly in the course of legal transactions (external company). If the object of the company is the operation of a company or if the shareholders have a common company name (§ 1177), it is presumed that the members wanted to agree an external company.
(2) If, in the cases referred to in the second sentence of paragraph 1, the shareholders have contractually excluded an external company, this circumstance may only be held against a third party if he or she knew or should have known that it was merely a matter of Internal company.
§ 1177. (1) If the shareholders perform under a common name, they must hint at the existence of such a company, be suitable for the identification of the company and have a distinguishing power. He must not mislead the situation of society.
(2) Anyone who works together for all members in matters relating to the company shall disclose the identity and address of the members to anyone who has a legal interest in the matter.
§ 1178. (1) Company assets belong to the property dedicated to the company, other company-related property rights, the company-related contractual relationships, claims and liabilities and the company-related Intellectual property rights as well as the benefits derived from them, the resulting fruits and everything that flows in place of existing assets.
(2) The other assets of the individual shareholders shall be distinguished from the assets of the company. The debtor cannot calculate against a claim which is part of the company's assets with a claim against an individual shareholder.
Introduction of the Company's assets
§ 1179. (1) The social contract is a title for the formation and acquisition of company assets. Its introduction requires the generally required transfer or disposal.
(2) If, according to the social contract, the entire property is to be incorporated, only the present one is to be understood. If, however, the future fortune is to be brought in, it is not the inherited or the gift of the gift of the person.
§ 1180. (1) Unless otherwise agreed, physical objects which have been transferred from shareholders to company property or have been acquired for company property (§ 1178 para. 1) are in co-ownership of the shareholders; intangible assets are not present in the Matters, in particular debt-related claims, are assigned to the shareholders for the entire hand.
(2) In the social contract, the company may also be made available to the company for use only for use or be treated in an internal relationship as if it belonged to all of them.
Legal relationships between shareholders
Freedom of design
§ 1181. The legal relationships between the shareholders are governed by the social contract; the provisions of this section shall apply only to the extent that it is not determined by the social contract other than by the social contract.
Share of companies and contributions of shareholders
§ 1182. (1) The share of the company is the sum of the corporate contractual rights and obligations of a shareholder in relation to all other shareholders. A shareholder cannot have his share of the company's share of the company without the consent of all members.
(2) The extent of the shareholding of the shareholders in the company shall be determined by the ratio of the value of the agreed deposits (the share of capital). In case of doubt, the shareholders are involved in equal parts. Unless otherwise agreed, the shareholders shall be obliged to participate to the same extent in order to contribute to the promotion of the company's purpose.
(3) The contribution of a shareholder may also be limited to the performance of services (employment partners). Such a shareholder may be awarded a participation rate in the social contract, as if he had made a share of the capital. Otherwise, his participation is merely an appropriate amount of the annual profit (Section 1195 (4)).
§ 1183. (1) A shareholder who does not pay his or her cash deposit at the right time, does not abductuse the company's property at the right time or takes money from the company's assets, has interest from the day on which the payment or the delivery should have been made or the cash withdrawal has taken place.
(2) The assertion of any further damage is not excluded.
§ 1184. (1) The shareholders are not obliged to make surpluses for the contractually pledged deposit.
(2) Even without an agreement in the social contract, the shareholders with a majority of votes (§ 1192 para. 2) may decide to perform the performance of surpluses in proportion to their capital shares if the continuation of the company would otherwise not be possible. A shareholder who has not consented to the decision and does not provide the grant can leave the company within a reasonable period of time or, on the basis of a lawsuit by the other members, may withdraw from the court in the company shall be excluded. It is not possible to dispense with the right of exit in advance. The date when the decision is taken on the duty to pay is decisive for dealing with the partner who has been or excluded and for the determination of his involvement in floating transactions.
Replacement for expenses and losses, obligation to release
§ 1185. (1) The shareholders in the company's affairs shall have the power to expenses which he or she may devote to the circumstances, or he shall suffer directly from his or her management or from dangers inextricably linked to it; Losses in his other assets, if he does not receive compensation from the company's assets, shall be obliged to the other shareholders in accordance with their share of the replacement. Money spent on money is to be galvanized from the time of the expenses.
(2) For the expenses which are necessary for the execution of social affairs and which cannot be borne by the company's assets, a shareholder may be proportionate to the proportion of the remaining members in accordance with their share. call for an advance.
(3) A partner shall have everything he receives for the management of the business and what he acquires from the management of the company to the company assets.
Participation, protection of interests and equal treatment
§ 1186. (1) The shareholders must participate in the formation of society and the measures to be taken according to forces and with due diligence, to promote the purpose of society in a reputable manner and to refrain from anything that is the interests of society. Damage.
(2) The shareholders shall be treated in the same way under the same conditions.
Banning harmful side-shops
§ 1187. The shareholders are not allowed to undertake a subsidiary business which is harmful to the company. Companies active in business are also subject to the company law rules on competition bans and their legal consequences.
Enforcement of company claims
§ 1188. The fulfilment of company-related obligations of a shareholder may be jointly requested by each partner for the benefit of all members. Agreements deviating from this shall be ineffective.
§ 1189. (1) All shareholders shall be entitled and obliged to manage the business of the Company.
(2) In the event of a company contract being held by the management of a single shareholder or several shareholders, the remaining members shall be excluded from the management.
(3) The transactions shall be carried out in such a way as to require the nature and extent of the company. The managing partners shall be obliged to keep the necessary records of the company's assets, in particular the revenue and expenditure, and to set up an accounting system where necessary.
(4) In case of doubt, a shareholder may not transfer the management of the transactions to a third party. If the transfer is permitted, he shall only have to represent a fault which is liable to him in the course of the transfer. He has to represent the fault of a member in the same amount as his own fault.
Management by several partners, Weissentied
§ 1190. (1) If the management is to be granted to all or more shareholders, each of them shall be entitled to act on their own within the ordinary business of business; however, a different managing partner shall not be entitled to take any action. Action, it must not be done.
(2) If it is determined in the social contract that the shareholders to whom the management is entitled can only act together, it shall be necessary for each transaction of the consent of all managing partners, unless there is a risk in default of is.
(3) If a shareholder is bound by the instructions of the other members, he may derogate from the instructions given to him if he may accept the circumstances that the remaining members, if the facts are known, shall be subject to the deviation. would be cheap. He has the deviation to indicate to the other shareholders and to await their decision, if there is no danger in the default.
Scope of executive power
§ 1191. (1) The power of management shall extend to all acts which the ordinary business enterprise of the company entails.
(2) A unanimous decision of all shareholders is required to take action beyond that (exceptional transactions).
(3) In order to grant a full power pursuant to § 1008, the consent of all managing partners shall be required, unless there is a risk of default. The revocation of such power may be effected by any of the members who are authorized to grant or participate in the grant.
§ 1192. (1) Shareholders ' decisions require the consent of all shareholders who are appointed to participate in the decision-making process.
(2) If, in accordance with the social contract, the majority of the votes has to be decided, it shall be determined in accordance with the valid votes cast. The voting weight corresponds to the participation ratios. If not all members are involved in the capital, the majority shall be calculated according to heads. Employment partners, to whom the social contract approves a share of capital that is based on the value of their work, are considered to be involved in the capital.
Withdrawal and dismissal of the executive power
§ 1193. (1) The power of a shareholder to the management may be withdrawn from a shareholder by a court decision on the basis of an action by all the other members if there is an important reason; such a reason is in particular: gross breach of duty or incapacity for proper management.
(2) A shareholder may terminate his/her power of management if there is an important reason. This right cannot be waived. The management may only be terminated in such a way that the shareholders may otherwise make provision for the management of the transactions, unless the important reason also justifies the untimely termination of the contract.
Control rights of the shareholders
§ 1194. (1) A managing partner shall be obliged to give the necessary messages to any other shareholder, to provide information and to account at the request of the status of the transactions. A shareholder may, even if he is excluded from the management, inform himself personally of the affairs of the company, inspect the records of the company and make a settlement from them or the Ask for such a bill.
(2) An agreement by which this right is excluded or limited shall be ineffective.
Profit and loss
§ 1195. (1) At the end of each financial year, the profit or loss shall be determined on the basis of an annual statement of accounts and the share of each shareholder shall be calculated on the basis of this.
(2) If all shareholders are obliged to participate in the same extent, the profit and loss of a financial year shall be assigned to the shareholders in proportion to their capital shares (Section 1182 (2)). If the social contract contains a different provision only on the share of the profit or on the share in the loss, it shall be in doubt for profit and loss.
(3) If the shareholders are not obliged to participate to the same extent, this shall be duly taken into account in the allocation of the profit.
(4) A worker who is not entitled to participate in the company for his/her services shall be assigned a reasonable amount of the annual profit. The part of the annual profit which surpassed this amount shall then be allocated to the shareholders in proportion to their participation.
(5) The shareholder position shall not preclude the agreement of a remuneration for the services provided to the company.
Profit distribution and withdrawal
§ 1196. (1) Each shareholder shall be entitled to the payment of his or her profit share. The claim cannot be asserted insofar as the payout is sufficient for the apparent damage of the company, the shareholders decide otherwise or the shareholder has not made his deposit incompatible with the agreement.
(2) In addition, a shareholder is not authorized to make deprivation without the consent of the other members.
Legal relationships with third parties
§ 1197. (1) If the social contract of an external company does not provide otherwise, the power to represent all members in company matters shall be covered by the power of management.
(2) In the case of a corporate external company, all shareholders shall be entitled and obliged, on behalf of the company, from the actions of a shareholder, even if the shareholder is not, not alone or only limited However, the third party was not aware of the lack of power of representation or had to know the lack of authority. The same shall apply to non-corporate external companies if the shareholders participate as entrepreneurs in the company.
(3) In the case of general representation, the levy of a company-related declaration of intent is sufficient in relation to one of the partners authorised to participate in the representation (passive individual representation).
(4) Those who, without being a shareholder, are entrusted with the representation in company matters shall represent the shareholders in accordance with the power of atonies granted.
Deprivation of power of representation
§ 1198. The power of representation may be withdrawn from a shareholder by a court decision on the basis of an action by all the other members if there is an important reason; such a reason is, in particular, a gross breach of duty or Inability to properly represent the company.
Liability of shareholders
§ 1199. (1) For company-related liabilities to third parties, the shareholders shall be liable as a total debtor, if nothing else has been agreed upon with these.
(2) From legal transactions which a shareholder concludes on behalf of the company, but in his own name, he shall be entitled and obligated to the third party alone.
Objections of the shareholder
§ 1200. (1) If a shareholder is used for a company-related liability, he/she may only invoke objections which are not justified in his person's person insofar as they are jointly collected by the shareholders. .
(2) The shareholder may refuse to satisfy the creditor as long as the shareholders are jointly entitled to challenge the legal business underlying their liability or to contest their liability by offsetting them with a due to be met.
§ 1201. (1) Unless otherwise agreed, at the time of the entry or leaving of a shareholder as well as at the time of the change in the shareholders ' legal business, the company-related, non-highest-personal Legal relationships in the ratio of the shareholdings of the previous shareholders to the members entering the company, from the retiring to the remaining partners or in the event of a change of shareholders from the retiring to the entering Shareholder via (shareholder succession). Collateral for company-related liabilities shall remain in respect of these liabilities. The retiring shareholder shall be liable for the company-related liabilities in accordance with section 1202 (2).
(2) In the case of property of the company's assets, which are in the co-ownership of the shareholders, the transfer shall be deemed to have been completed as soon as the entry, exit or change has become effective. Such rights shall be transferred in accordance with the rules applicable to such rights.
(3) A third party may, in the course of a succession of members of the law, take over his contractual relationship within three months after the agreement has been reached by a shareholder with respect to the outgoing, the entering or any other shareholder covered by the contractual relationship; the understanding shall be referred to the right of objection. This also applies to the purchaser of a security granted to company-related liabilities. In the event of an effective contradiction, the contractual relationship shall also continue to exist with the retired partner.
(4) Where it has not been shown to the third party whether the contractual relationship has been assumed by the transferee, or if the third party may still object to the acquisition, it may, however, be deemed to be contrary to both the outgoing and the following Shareholders make statements relating to the contractual relationship and meet their liabilities. This also applies to the purchaser of a security granted to company-related liabilities.
Liability of the acceding and outgoing partners
§ 1202. (1) The incoming shareholder shall only be liable for company-related liabilities based on his or her entry, insofar as he accedes to those company-related legal relationships on which the liabilities are based.
(2) The retiring shareholder shall be liable for company-related liabilities to third parties who were established before his departure from the company, even if he is exterminated from the legal relationship (§ 1201 Abs. 3). To the extent that the third party does not agree to dismissal of the outgoing person from the liability, the third party shall only be liable for the liabilities, insofar as they become due within five years of his departure. Any claims arising from this shall be within the limitation period for the respective liability, but at the latest within three years.
Dispute with the retiring partner
§ 1203. (1) The outgoing partner shall return the goods which he has left to the shareholders for use. For a thing lost or deteriorated by chance, it cannot require a replacement.
(2) The outgoing partner shall be paid in cash, which he would receive in the dispute, if the company had been dissolved at the time of its leaving. The value of the company's assets shall, where necessary, be determined by estimation.
(3) The retiring shareholder shall be exempted from the company-related liabilities for which he is liable to the creditors. If a debt is not yet due, the other shareholders can afford security instead of freeing him.
(4) In the event of a liability arising out of the company's relationship with the retiring partner, he shall be obliged to pay compensation at the appropriate level to the shareholders.
Participation of the retiring in floating shops
§ 1204. (1) The retired partner shall participate in the profit and loss resulting from the transactions floating at the time of its leaving. The remaining shareholders are entitled to terminate these transactions in the manner most advantageous to them.
(2) At the end of each financial year, the shareholder who has been retired may request an account of the transactions which have now been terminated, the payment of the amount due and information on the status of the transactions that are still pending.
Continued with the heirs
§ 1205. (1) If, in the social contract, it is determined that, in the event of the death of a shareholder, the company should continue with its heirs, it shall exist after the death of this shareholder with his abandonship and after the death of that shareholder with the heirs. Any heir may make his/her stay in the company dependent on the fact that, while leaving the previous profit share, he/she is granted the position of a comeditist in a newly founded limited partnership (§ 1206) and that he/she is entitled to falling part of the inlay of the deceased is recognized as his contribution to the commander.
(2) If the other shareholders do not accept a request from the heir, he or she shall have the power to declare his departure from the company without having to comply with a notice period.
(3) The rights referred to in paragraphs 1 and 2 may be asserted by the heirs only within a period of three months after the resignation of the abandonance. If an inheritance is incapable of business and no legal representative is appointed for him, this period shall only expire after the appointment of such a heir or from the entry of the business capacity of the heir.
(4) If within the time limit laid down in paragraph 3 of the heir's heritage divorces from the company or if within the period the company is dissolved or the heir has granted the position of a comeditist, he shall be liable for the until then company-related liabilities only in accordance with the rules relating to the liability of the heir for succession liabilities.
(5) The social contract cannot exclude the application of the provisions of para. 1 to 4; however, in the event that the heir makes his/her remaining dependent on the granting of the position of a comedian, his share of profit may be different than that of the deceased.
Transformation into an open society or a limited partnership
§ 1206. (1) The shareholders may decide to set up an open company or a limited partnership and, at the same time, to introduce the assets dedicated to the company to the open company or to a limited partnership. In this case, the assets dedicated to the company, including all rights and obligations with the registration of the open company or the limited partnership in the company's book, shall be applied in the course of the overall succession of rights to this company. Such rights shall be transferred in accordance with the rules applicable to such rights.
(2) The conversion requires a unanimous decision of the shareholder. The shareholders shall determine whether the company shall be transformed into an open society or a limited partnership. They shall determine the characteristics of the new company required for registration.
(3) The conversion decision shall contain the list of company assets set up by the managing partners (§ 1178 (1)). What is not listed in the list of assets remains to the shareholders as before.
Effect vis-à-vis third parties
§ 1207. (1) The shareholders shall also continue to be liable after the conversion for the previously justified liabilities as a shareholder of civil law.
(2) As long as a third party has not been notified of the conversion and has otherwise not become known to him, he can provide his/her performance with a debt-free effect as if the company of civil law still exists.
§ 1208. Society is dissolved:
by the end of the period for which it has been received;
by decision of the shareholders;
by the final opening of the bankruptcy proceedings relating to the assets of a shareholder, by the amendment of the name of the reorganisation procedure in bankruptcy proceedings or by the final non-opening or annulment of the insolvency proceedings in the absence of cost-covering assets;
by dismissal or by judicial decision;
by the death of a shareholder, unless otherwise provided for by the social contract.
Announcement by a shareholder
§ 1209. (1) The dismissal of the company by a shareholder may, if the company has been received for an indefinite period, be effected only for the end of a financial year; it must take place at least six months before that date.
(2) An agreement which precludes the right to terminate or otherwise complicates the right to terminate the contract as a result of a reasonable extension of the period of notice of termination shall be void.
Resolution by court decision
§ 1210. (1) Due to the action of a shareholder, the dissolution of the company before the expiry of the time determined for its duration or at a company received for an indefinite period may be pronounced without termination by a court decision. if there is an important reason.
(2) Such a reason exists, in particular, if another partner violates an essential obligation to which he is subject in accordance with the social contract, intentionally or out of gross negligence, or if the performance of such a company is fulfilled. Obligation becomes impossible.
(3) An agreement by which the right of the shareholder to demand the dissolution of the company is excluded or contrary to these provisions is void.
Life-time society, freezing
§ 1211. A company which has been received for the lifetime of a shareholder or is tacitly continued after the expiry of the period determined for the duration of its duration shall be considered for an indefinite period in the sense of § § 1209 and 1210. Society equal.
Termination by a private creditor
§ 1212. If a private creditor of a shareholder has, within the last six months, attempted to execute a foreclosure in the movable property of the shareholder without success, on the basis of a not merely provisionally enforceable In the event that the right to consecration and transfer of the right to the person shall have the effect of what is to be given to the shareholder in the dispute, he or she shall be entitled to the company without regard to whether it has been received for a given or indefinite period of time, six months before the end of the financial year for that date.
Exclusion instead of resolution
§ 1213. (1) If a circumstance arises in the person of a shareholder who, according to § 1210, justifies the right to demand the dissolution of the company for each of the other shareholders, the court may, on the basis of a lawsuit by all the other shareholders, instead of the dissolution of the exclusion of this shareholder from society. The exclusive claim shall not prevent the exclusion of only one shareholder after the exclusion.
(2) For the dispute between the remaining shareholders and the excluded partner, the assets of the company shall be decisive at the time the action is brought for exclusion.
§ 1214. (1) The shareholders may decide to continue with the dissolution of the company. In the cases of § 1208 Z 3, 4 or 5, the dismissal of the company by a private creditor (§ 1212) and the dissolution of the company by the court (§ 1210 para. 1), this right is to the rest of the shareholders. In such cases, the shareholder in whose person the reason for the dissolution has occurred shall be left out of the company as a result of the continuation of the decision.
(2) In the event of termination by a private creditor, the partner in question shall leave the company at the end of the financial year; in the other cases, the effect of the decision shall be effective.
(3) In the event of the opening of the bankruptcy proceedings concerning the assets of a shareholder, paragraph 1 shall apply with the proviso that a declaration shall be made to the masse-manager and the debtor shall be deemed to have been informed by the date of the opening of the bankruptcy. has been eliminated from the company.
Transfer of the Company's assets
§ 1215. (1) if only one partner remains, the company shall cease to be liquidated. The company's assets are based on this in the course of the overall succession. Such rights shall be transferred in accordance with the rules applicable to such rights.
(2) The retiring partner shall be found in accordance with § § 1203 and 1204.
Announcement of the dissolution of the external company
§ 1216. The dissolution of an external company shall, as far as possible, be communicated to the contracting parties, creditors and debtors, and shall be made known in a customary manner.
Impact of the social contract
§ 1216a. (1) In spite of the dissolution of the company, the corporate contractual rights and obligations of the shareholders shall continue to exist as far as this is necessary for the liquidation and shall not result from the following provisions. Company-related legal relationships of the shareholders to third parties shall be affected in their continued existence by the dissolution and liquidation of the company only if this has been agreed with the third party.
(2) The shareholders may, instead of liquidation, agree on a different type of dispute. If the company is dissolved by cancellation of a private creditor of a shareholder or by the opening of the bankruptcy proceedings on the assets of a shareholder, the liquidation may only be effected with the consent of the creditor or the creditor. Mass managers are not allowed.
Order of liquidators
§ 1216b. (1) After the dissolution of the company, unless the social contract decides otherwise, the shareholders shall, as liquidators, wind up the company's assets. Several heirs of a shareholder have to appoint a joint representative. If the bankruptcy procedure or the reorganisation procedure is opened via the assets of a shareholder and the shareholder is deprived of its own administration, the insolvency administrator shall enter the place of the shareholder.
(2) At the request of a participant, the appointment of liquidators may, for important reasons, be made by the court in whose sprint one of the shareholders is domicated or domicated. The court may, in such a case, appoint persons to liquidators who are not members of the shareholders. In addition to the shareholders, the creditor is also considered to be the participant by means of which the termination of the company has taken place.
(3) The convening of liquidators shall be effected by a unanimous decision of the parties concerned; it may also be made by the court at the request of a party for important reasons.
(4) The shareholders are obliged to inform the contracting parties, creditors and debtors of the liquidation and the liquidators as far as possible, as well as to make known in the usual manner.
Rights and obligations of liquidators
§ 1216c. (1) The liquidators have to terminate the current business, to collect the company-related claims and to satisfy the social creditors. The liquidators may also enter into new business for the termination of floating transactions.
(2) The shareholders shall be returned to the objects which they have left to the company for use. In the case of an object which has been lost or deteriorated by chance, they are not to be replaced by the other partners.
Liquidators ' actions
§ 1216d. The liquidators shall represent the shareholders in court and out of court as total representatives, unless the shareholders agree otherwise by mutual agreement. The liquidators may authorise some of them to take certain transactions or certain types of transactions. Any liquidator alone has the power to accept company-related declarations.
Distribution and compensation among the shareholders
§ 1216e. (1) The company assets remaining after the debt has been taken into account shall be subject to the ratio of the shareholding of the shareholders, taking into account their assets and liabilities arising from the share of the company's share of the company's share. .
(2) The money that is paid during the liquidation is provisionally distributed. In order to cover undue or undue liabilities and to secure the amounts due to the shareholders in the final distribution, the required amount must be retained. § 1196 para. 1 shall not be applied during the liquidation.
(3) In the event of a dispute over the distribution of the company's assets, the liquidators shall suspend the distribution until the decision of the dispute has been taken.
(4) In the event that the company assets are not sufficient to cover the assets of shareholders on the basis of the company relationship, the remaining members are obliged to them to pay for the amount in proportion to their liabilities from the Social relationship to be found. If a shareholder cannot obtain the amount due to him, the loss shall be distributed among the remaining members, such as a loss. "
3. The following paragraph shall be added to § 1503:
" (5) For the entry into force of the GesbR Reform Act, BGBl. I No 83/2014 shall apply to:
§ 826 and § § 1175 to 1216e in the version of the GesbR-Reformgesetz (GesbR-Reform Act) are 1. Jänner 2015 in force. Unless otherwise provided in the following, the facts which have occurred before that date are the provisions of the 27 which have been in force until now. Continue to apply the main part of the second part.
§ § 1182 to 1196, § § 1203 to 1205, § § 1208 bis 1211, § 1213 and § 1214 para. 1 in the version of the GesbR-Reformgesetz (GesbR-Reform Act) are subject to the following provisions: as from 1 July 2016 for companies of civil law, which shall be before the 1. Jänner 2015 was formed if until the end of June 30, 2016 none of the shareholders stated to the other partners that they wish to maintain the application of the previously applicable law.
From 1. Jänner 2022 applies to § § 1182 to 1196, § § 1203 to 1205, § § 1208 bis 1211, § 1213 and § 1214 para. 1 in the version of the GesbR-Reform Act, without prejudice to the primacy of company contractual agreements (§ 1181 in the version of the In any case, the Law on Reform of the Law of the Law of the European Union also applies to companies of civil law that are before 1 Jänner 2015 were formed. "
Amendment of the Company Code
The Company Code, dRGBl. S 219/1897, as last amended by the Federal Act BGBl. I No 50/2013, shall be amended as follows:
1. In § 38 (1) and in § 39, the word shall be "Resulting" by the word "justifiable" replaced.
Section 108, together with the headline:
" Freedom of design
§ 108. The legal relationships between the shareholders are governed by the social contract; the provisions of § § 109 to 122 shall apply only in so far as it is not determined by the social contract other than by the social contract. "
§ 109 and title shall read as follows:
" Participation ratios and contributions of the shareholders, surpluses
§ 109. (1) In so far as the shareholders have not agreed otherwise, their participation in the company shall be determined by the ratio of the value of the agreed deposits (the share of capital). In case of doubt, the shareholders are involved in equal parts.
(2) Unless otherwise agreed, the shareholders shall be obliged to participate to the same extent in order to participate in the promotion of the company's purpose. The contribution of a shareholder may also be limited to the performance of services (employment partners).
(3) The shareholders are not obliged to make surpluses for the contractually pledged deposit.
(4) Even without an agreement in the social contract, the shareholders may, by majority of votes, decide on the performance of surpluses in proportion to their capital shares, if the continuation of the company would otherwise not be possible. A shareholder who has not consented to the decision and does not provide the grant can leave the company within a reasonable period of time or be excluded from the court on the basis of a lawsuit by the other shareholders. It is not possible to dispense with the right of exit in advance. The date when the decision is taken on the duty to pay is decisive for dealing with the partner who has been or excluded and for the determination of his involvement in floating transactions. "
(4) § 112 is amended as follows:
(a) The heading is:
"Participation, safeguarding of interests, equal treatment, prohibition of competition"
(b) The previous paragraphs 1 and 2 shall become para. 2 and 3.
(c) The new paragraph 1 shall be inserted:
" (1) The shareholders shall, while respecting their rights in the formation of society and the measures to be taken, participate in the best possible way and with due diligence to promote the purpose and object of the society in a reputable manner; and not to do anything that harms the interests of society. The partners shall be treated equally under the same conditions. "
5. In Section 113 (1), the quote shall be "§ 112" by "§ 112 para. 2" replaced.
6. § 116 is amended as follows:
(a) In paragraph 1, the turn shall be: "operation of the company" by the word "Business" replaced.
(b) In paragraph 2, the word order shall be "a decision of all" through the phrase "a unanimous decision of all" replaced.
7. In § 117 (1) the turn shall be " at the request of the through the turn "due to a lawsuit of all" replaced.
8. § 118 (2) reads:
"(2) An agreement by which this right is excluded or limited shall be ineffective."
9. § 119 together with headline:
§ 119. (1) Shareholders ' decisions require the consent of all shareholders who are appointed to participate in the decision-making process.
(2) If, in accordance with the social contract, the majority of the votes has to be decided, it shall be determined in accordance with the valid votes cast. The voting weight corresponds to the participation ratios. If not all members are involved in the capital, the majority shall be calculated according to heads. Employment partners, to whom the social contract approves a share of capital that is based on the value of their work, are considered to be involved in the capital. "
10. § 121 and title shall be:
" Distribution of profit and loss
§ 121. (1) If all shareholders are obliged to participate in the same extent, the profit and loss of a financial year shall be assigned to the shareholders in proportion to their capital shares (Section 109 (1)). If the social contract contains a different provision only on the share of the profit or on the share in the loss, it shall be in doubt for profit and loss.
(2) If the shareholders are not obliged to participate to the same extent, this shall be duly taken into account in the allocation of the profit.
(3) Working shareholders without a share of the capital shall be allocated a reasonable amount of annual profit. The part of the annual profit which surpassed this amount shall then be allocated to the shareholders in proportion to their participation.
(4) The shareholders ' position shall not preclude the agreement of a remuneration for the services provided to the company. "
11. In § 127 the phrase " at the request of the through the phrase "due to a lawsuit of all" replaced.
12. § 129 shall be amended as follows:
(a) In paragraph 2, after the word "to challenge" the phrase "or to comply with their liability by offsetting with a due demand" inserted.
13. § 131 is amended as follows:
(a) Z 3 is:
by the final opening of the bankruptcy proceedings relating to the assets of a shareholder, by the amendment of the name of the reorganisation procedure in bankruptcy proceedings or by the final non-opening or annulment of the Insolvency proceedings in the absence of cost-covering assets; "
b) In Z 6 the word "and" by the word "or" replaced.
14. In § 133 (1), the words "On request" through the turn "Due to the lawsuit" replaced.
15. In § 135, the word "Debt title" by the word "Exekutionstitels" and the words "tried" by the words "was tried" replaced.
16. § 136 shall be repealed with the title.
17. In § 140 (1) the first sentence reads as follows:
" If a circumstance arises in the person of a shareholder who, in accordance with § 133, justifies the right to demand the dissolution of the company for each of the other shareholders, the court may, on the basis of a lawsuit by all the other shareholders, take the form of a complaint the dissolution of the company shall be pronounced in the light of the exclusion of this shareholder from the company. "
18. § 141 shall be amended as follows:
(a) at the end of paragraph 1, the following sentence shall be added:
"In such cases, the shareholder in whose person the reason for the dissolution has occurred shall be left out of the company as a result of the continuation decision."
(b) In paragraph 2, the point at the end of the sentence shall be replaced by a supplement and the following part shall be added:
"in the other cases, with the effective date of the decision."
19. In § 160 (1) the word shall be given in the first sentence "Resulting" by the word "justifiable" replaced.
20. Before § 178, the title of the third section of the second book is deleted.
21. § 178 is together with the headline:
" Departure of the single complementary
§ 178. If the sole complement of a contract of dismissal or the exercise of a right of dismissal granted to him in the social contract would be left out of the company, that order of law shall enter into force only if the law of the contract is not agree that they will continue the company and at least one of them take over the position of a complementary, or if the only remaining commander declares that the company's assets are in the way of the To take over the entire legal succession (§ 142). Otherwise, the company is dissolved instead and will be executed with the participation of the complementary. "
22. In accordance with § 178, the following section heading is inserted:
" Third Section
Silent Society "
23. § 179 and title shall read:
" Concept and essence of the silent society
§ 179. (1) Anyone who participates as a silent partner in the company or assets of another with an asset, has to make the deposit in such a way that it merges into the assets of the other.
(2) In the case of transactions concluded during the operation of the company or concerning the assets on which the holding is held, the holder alone shall be entitled and obliged. "
24. In § 454 (1) the turn-of-the-turn "within the meaning of § 30a KartG" .
25. The following paragraphs are added to § 906:
" (26) § 38 para. 1, § 39, § 108, § 109, § 112, para. 1 and 2, § 117 paragraph 1, § 118 para. 2, § 119, § 121, § 127, § 129 para. 2, § 131 Z 3 and Z 6, § 133 paragraph 1, § 135, § 140 para. 1, § 141 (1) and section 2, § 160 (1), § 178, § 179 and § § § § 160 (1), § § 160 (1). 454 (1) in the version of the GesbR-Reformgesetz (GesbR-Reform Act), BGBl. I No 83/2014, 1. Jänner 2015 in force. § 129 (3) and § 136 shall expire at the end of 31 December 2014. Unless otherwise specified below, the following shall be considered to be in the case of facts which are before 1. Jänner 2015 took the decision to continue applying the provisions in its version prior to the GesbR-Reform Act.
(27) Without prejudice to the primacy of contractual agreements (§ 108), § 109, § 119 and § 121 in the version of the GesbR-Reformgesetz (GesbR-Reform Act), BGBl. I No 83/2014, as from 1 July 2016 for companies that are before the 1. In January 2015, until the end of June 30, 2016, none of the shareholders have declared to the other shareholders that they wish to maintain the application of the previously applicable law. From 1. Jänner 2022 is governed by § 109, § 119 and § 121 in the version of the GesbR-Reform Act, BGBl. No 83/2014, without prejudice to the supremacy of contractual agreements (§ 108), in any case also for companies that are before the 1. Jänner 2015 was built. "