Gesbr-Reform Law Gesbr-Rg

Original Language Title: GesbR-Reformgesetz – GesbR-RG

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83. Federal law be changed with the General civil law code and the corporate law to reform of the civil-law partnership (GesbR Reform Act GesbR-RG)

The National Council has decided:

Article 1

Change of the General Civil Code

The General Civil Code, DL No. 946/1811, as last amended by Federal Law Gazette I no. 33/2014, is amended as follows:

1 in § 826, the second sentence reads:

"The provisions of the twenty-seventh major piece for a mere co-ownership community only apply if the co-owner expressly agree to work together as partners in a civil-law partnership."

2. the paragraphs 1175 and 1216e are together with the headings:

"Siebenundzwanzigstes main piece

Of the civil-law partnership

1 section

General terms and conditions

Term and legal nature of the civil-law partnership

A contract to two or more persons join 1175. (1), to pursue a common purpose through a certain activity, so they form a society. If you choose no other form of society, they form a civil-law partnership in the sense of this main piece.

(2) the civil-law partnership is not subject to.

(3) she can pursue any permitted purpose and have each permitted activities.

(4) the provisions of this main piece are to apply also on other societies, insofar as no specific provisions exist for this and the application of these provisions also taking into account the principles applicable to the respective company is appropriate.

Indoor and outdoor company

1176. (1) the shareholder can restrict the society to their relationship with each other (internal company) or jointly in legal relations (outside company). The purpose of the company is the operation of a company or the partners lead a common company name (section 1177), it is assumed that the shareholders wanted to agree to an outside company.

(2) second sentence excluded the shareholders in the cases of paragraph 1 a foreign company contractually, so this circumstance may be invoked against only a third party, if it knew or should have to know, that it is merely an internal company.

Society name

§ 1177. (1) if the shareholder under a common name, must indicate this on the existence of such a society, be suitable for the identification of the company and have distinctive. He must lead beyond the means of society not to mislead.

(2) who comes together in matters of the company for all shareholders, has anyone who has a legal interest, to disclose the identity and address of the shareholder.

Company's assets

Section 1178. (1) to the company's assets include property dedicated to the company, the other society-related thing right, the company-related contractual relationships, receivables and liabilities and society-related intellectual property rights and the benefits each it brought, the fruits thereof and everything flows in place of existing assets.

(2) other assets of the individual shareholder is to differentiate of the company's assets. Can offset against a demand that is part of the company's assets, the debtor not with a claim against a single shareholder entitled to him.

Introduction of the company's assets

1179th (1) of the social contract is a title for the formation and acquisition of company's assets. Its contribution is subject to each generally required delivery or available.

(2) if the family fortune to introduce is the social contract, including only the present is so understanding. But also the future assets should be inserted, so is including understanding the noninherited or the gifts.

Property order

1180. (1) unless otherwise agreed, are physical things that transferred by shareholders in the company's assets or for the company's assets (section 1178, paragraph 1), acquired in the joint ownership of the shareholders; incorporeal things, especially debt claims, are associated with the partners for the entire hand.

(2) in the social contract can things be just made the society to use available or treated in the internal relationship, as if they were all together.

2. section

Legal relations of the partners themselves

Design freedom

§ 1181. The legal relations of the partners themselves are based on the social contract; the provisions of this section shall apply only in so far as not determined otherwise through the social contract.

Share and contributions of partners

1182. (1) the company share is the sum of the gesellschaftsvertraglichen rights and obligations a shareholder compared to all other shareholders. A shareholder cannot have on its share of the society without the consent of all the partners.

(2) the extent of the equity of the shareholders in the company is determined by the ratio of the value of the agreed deposit (equity). In case of doubt, the shareholder equal parts are involved. As far as nothing else is agreed, the partners to the same extent to contribute to promoting the purpose of the society are required.

(3) the contribution of a shareholder can be confined to the provision of services (working partner). A participation rate can be awarded in the social contract a such shareholder, as if he had done a capital share. Otherwise a reasonable amount of profit for the year to (section 1195 para 4) refer to him his participation just.

Interest on obligation

A shareholder who deposits his money deposit at the right time, pays taken a company money at the right time in the company's assets or unauthorized takes money out of the company's assets, has 1183. (1) to pay interest from the date on which the payment or delivery would have to happen or singling out of money has been made.

(2) the right to claim of further damages is not excluded.

Margin

1184th (1) the shareholders are not required to provide margin to the contractually pledged deposit.

(2) even without agreement in the social contract, the shareholders by a majority vote (article 1192 par. 2) may decide the power of variation in the ratio of their shares when the continuation of society would otherwise not be possible. A shareholder who did not agree to the decision and does not pay the margin, can leave the company within an appropriate period or due to a complaint by the remaining shareholders by the Court to be excluded from society. The right of withdrawal is not not required in advance. The date of adoption of the additional contributions is decisive for the confrontation with the beaten or excluded shareholders and for determining its participation in pending transactions.

Compensation for expenses and losses release duty

1185th (1) makes the shareholder in the Affairs of the company expenses, he must consider the circumstances necessary, or he suffers immediately by its Board of directors or from dangers that are inextricably linked with it, losses in its other assets, so the remaining shareholders in proportion to their share to replace are obliged him, if it is not readily given compensation of the company's assets. Spent money is to pay interest on from the expenses on time.

(2) for the expenses required to carry out the Affairs of the company and not from the company's assets can be worn, a partner from the other shareholders may require an advance relatively in proportion to their share.

(3) a shareholder has everything it receives to the conduct of business and what he gained from the Executive Board, to be in the company's assets.

Participation, interests and equal treatment

The shareholders have 1186. (1) to participate in the social decision-making process and the measures to be taken after forces and with diligence, reasonably to promote the purpose of the company and refraining from doing anything that harms the interests of the society.

(2) the partners are under the same conditions to treat.

Ban of malicious Nebengeschäfte

§ 1187. The shareholders may take no society harmful side. Moreover the company law relating to non-compete obligations and their legal consequences apply for entrepreneurial companies.

Enforcement of company claims

§ 1188. Society-related obligations of a partner can be claimed jointly by each shareholder for the benefit of all shareholders. Deviating agreements are invalid.

Business leadership

§ 1189 (1) for the conduct of business of the company all shareholders are entitled and obliged.


(2) the social contract transfers the management a single shareholder, or several shareholders, the remaining shareholders by the Board of management are excluded.

(3) the local businesses are to lead, such as nature and scope of the company require it so carefully. The managing partners are required to maintain the necessary records of the company's assets, in particular relating to revenue and expenditure, and to set up an accounting if necessary.

(4) a shareholder may assign the conduct of business in doubt not a third party. The transfer is allowed, so he has only one transmission to the load to represent falling fault. He is responsible such as fault fault on the part of agents to the same extent.

Management by multiple partners, Weisungsgebundenheit

1190 (1) is entitled to conducting business all or several shareholders, is to act each of them alone shall be entitled, in ordinary operations contrary to an another managing partner in the performance of an Act, but so they must be avoided.

(2) is determined in the memorandum that the shareholders, the Board of Directors entitled to can act only together, so, for each business, it requires the consent of all managing partners, unless that is the imminent danger.

(3) a shareholder on the instructions of the remaining shareholders is bound, so it may differ from the instructions given him, if he may use the circumstances, that the remaining shareholders in the PIC would approve the deviation. He has to show the deviation to the other shareholders and to wait for their decision, if not danger in delay.

Scope of management authority

1191 (1) extends the powers to the Executive Board on all activities that bring the ordinary business of the company.

(2) to carry out actions which go beyond this (exceptional shops), a unanimous decision of all the partners is required.

(3) to grant a power of Attorney in accordance with § 1008, it requires the consent of all managing partners, unless that is the imminent danger. The withdrawal of such authorisation can be made by each of the shareholders authorized to grant or to cooperate in the issue.

Shareholder resolutions

Shareholder resolutions require 1192nd (1) the consent of all the partners convened to participate in decision-making.

(2) has the majority of votes to decide, according to the social contract so she are governed by the valid votes. The voting weight is equivalent to ownership. Not all shareholders of the capital are involved, the majority is calculated after heads. Work partners, where the social contract ascribes to a ratio based on the value of their work, are involved as in the capital.

Withdrawal and termination of management authority

1193rd (1) the power of a shareholder to the Board of management may be withdrawn a shareholder following a complaint of all remaining shareholders by court decision, if there is an important reason; one such reason is especially gross breach of duty or inability to proper management.

(2) a shareholder may terminate its authority to the Management Board, if there is an important reason. This right may not be waived. The management may be terminated only in the way that the shareholders for the conduct of business can otherwise make provisions, unless the major reason justifies also the ill-timed dismissal.

Rights of shareholders

1194th (1) a managing partner is obliged to give each other Member, to provide information on the State of business and to be accountable the necessary messages. A shareholder can himself even if he is excluded from the management, teaching of the Affairs of the company personally, see the records of the Corporation and make a settlement from them, or request the template of such a settlement.

(2) an agreement by which this right is excluded or limited, is ineffective.

Profit and loss

Section 1195. (1) at the end of each fiscal year is determined on the basis of an annual report the gain or loss and calculates the percentage of each partner it.

(2) if all shareholders to same extent of participation are required, the profit and loss of each financial year is assigned to the shareholders in the ratio of their shares (§ 1182 para 2). The memorandum contains a different provision only on the proportion of profits or the percentage of the loss, so it applies in doubt for profit and loss.

(3) the shareholders not to same extent of participation are required, this is adequately taken into account in the allocation of the profit.

(4) a working partner for his services, no stake in the company is granted an amount appropriate to the circumstances of the profit for the year is to assign. The part of the annual profit exceeding that amount is then assigned to the shareholders in proportion to their participation.

(5) the creation of the society does not preclude the agreement of a fee for services paid the company.

Dividends and withdrawals

Each partner has 1196th (1) entitlement to its dividend payment. The claim may be brought as far as the payout to reveal damage of the company submitted, the shareholders decide otherwise or the shareholder agreement violation did not achieve his deposit.

(2) in addition, a shareholder is not entitled, withdrawals without consent of the other partners.

3. section

Legal relationships with third parties

Representation

1197. (1) if the social contract of a foreign company provides otherwise, covers the powers to represent all shareholders in company matters with the authority to the Board of management.

(2) when a business operating outside society, all shareholder from doing a shareholder on behalf of the company are also entitled and obliged, if this shareholder was not solely or limited representation allowed, the third the lack of power of representation but neither knew nor had to know. The same applies to not entrepreneurially active outdoor companies, if the partners as an entrepreneur involved in the company.

(3) in the case of total representation, providing a company-related Declaration of intent against one of partners authorised to participate in the representation (passive single representation) is sufficient.

(4) who represents the shareholders without being shareholder, entrusts representation in company matters, according to the granted power of attorney.

Withdrawal of the power of representation

§ 1198. The authority may be revoked by court decision a partner due to a complaint of all remaining shareholders, if there is an important reason; one such reason is especially gross breach of duty or inability to properly represent of the company.

Liability of the shareholder

§ 1199th (1) for company-related obligations to third parties the partners severally liable, if nothing else is agreed with them.

(2) from transactions concluded a shareholder account of the company, but in his own name, he is alone against the third party shall be entitled and obliged.

Objections of the shareholder

1,200. (1) a partner due to a company-related liability claim is taken, so he can claim only to the extent objections, which are not justified in his person, as they may be assessed jointly by the shareholders.

(2) the Director may refuse to the satisfaction of the creditor as long as jointly entitled to the shareholders, to challenge the underlying their binding legal transaction or by set-off with a due claim to fulfill their obligation.

4 section

Partner succession

Transfer

Unless otherwise agreed, the company-related, not highly personal legal relationships in the ratio of the holdings of existing shareholders on the incoming partner of the outgoing on the remaining shareholders or changing the partner from the outgoing to the incoming partner on (succession of shareholders) go 1201. (1) at the time of entry or departure of a partner, as well as at the time of the shareholder change by legal transaction inter vivos. Collateral ordered for company-related liabilities remain upright for these liabilities. The withdrawing shareholder liable in accordance with section 1202 para 2 for the company-related liabilities.

(2) in terms of the company's assets, which are in the ownership of the shareholders, the delivery is considered completed, once the entry, exit or change has become effective. Bücherliche are rights according to the applicable regulations to transfer.


(3) a third party may oppose of them occurring in the course of a succession of shareholders by law taking over his contract within three months after the communication by a shareholder against the outgoing, the common or an other members covered by the contract; in the understanding, it is pointing to the right. This also applies to the purchaser of a security granted for company-related liabilities. In the case of an effective opposition, the contract continues even with the departing partner.

(4) was not demonstrably communicated to the third parties, whether the contract was taken over by the purchaser, or the third party can still object to this acquisition, so he can compared to the outgoing as well as to the subsequent shareholders on the contract issue-related statements and meet its liabilities. This also applies to the purchaser of a security granted for company-related liabilities.

Liability of the incoming and the outgoing partner

1202. (1) the incoming shareholder is liable only to the extent for company-related liabilities established prior to joining, he joins those society-related legal relations, based on which the liabilities.

(2) the withdrawing shareholder liable for company-related liabilities to third parties which were established prior to his retirement from the company, also then, if he is divorced from the legal relationship (§ 1201 para 3). As far as the third party does not agree to a dismissal of the retiring from the liability, shall be liable for the liabilities only, insofar as they are due five years after retiring. It claims within the applicable to the respective liability limitation period, at the latest however within three years.

Confrontation with the withdrawing shareholder

The things which he has given to the shareholders to use are the departing partner 1203. (1), to return. He may require no substitute for something lost by accident or deteriorated.

(2) the outgoing partner is to pay in money, which he received during the confrontation, when the society at the time of his departure would have been resolved. The value of the assets of the company is as necessary, be determined by estimation.

(3) the outgoing partner is to free, for which he is liable to creditors of the company-related liabilities. A debt is not due, so the other shareholders can afford security him instead to free him.

(4) a liability from the company relationship remains the outgoing partner, he is obliged to pay a compensation corresponding to the shareholders.

Participation of the retiring of pending transactions

1204th (1) the outgoing shareholder participates in the profit and loss, resulting from the transactions pending at the time of his departure. The remaining shareholders are entitled to stop these transactions, as it appears most advantageous to them.

(2) the outgoing shareholder can demand accountability now completed transactions, payment of the amount due him and information about the status of the still pending transactions at the end of each fiscal year.

Continuation with the heirs

1205. (1) is determined in the social contract that in the event of the death of a shareholder the company should continue with his heirs, so it persists after the death of this partner with his inheritance and the heir with the heirs. Each heritage can be remain in the society of which make dependent on, that is the position of a limited partner in a partnership to be founded (§ 1206) granted while leaving the previous dividend and the falling part of the contribution of the deceased recognized him as its limited in location.

(2) the remaining shareholders not accept a then application of the heir, is entitled, without explaining his departure from the company a notice period.

(3) the rights referred to in paragraphs 1 and 2 can be claimed by the heirs only within a period of three months after the heir of the estate. A heritage is incapacitated and no legal representative is appointed, for him this time only from the order of thereof or from the entrance of the capacity of heir is running.

(4) the heritage is eliminated within the time limit of paragraph 3 from the society or is the deadline the company is dissolved or the position of shareholders given the heirs, shall be liable for the company-related liabilities incurred until then only in accordance with the provisions relating to the liability of the heir for discount liabilities.

(5) the application of the rules can not exclude the par. 1 to 4 of the social contract; his share of profits can be determined however for the case that the heritage makes dependent on its retention of the granting of the position of a shareholder, other than that of the deceased.

5. section

Conversion

Transformation into an open society or partnership

The partners may decide the establishment of an open society or a limited partnership and at the same time the introduction of assets dedicated to the company 1206. (1) in the open society or partnership. In this case the dedicated to the company's assets including all rights and obligations with the registration goes on open society or partnership in the register of companies in the way of universal succession this company over. Bücherliche are rights according to the applicable regulations to transfer.

(2) the conversion requires a unanimous shareholder agreement. The shareholders determine whether the company to be converted into an open society or a limited partnership. You determine the required for the registration characteristics of the new company.

(3) the conversion decision contains the directory provided by the managing partners of the company's assets (section 1178 par. 1). What is not included in the assets directory, remains the shareholders as before.

Effect against third parties

1207th (1) the shareholders are liable under the conversion for the previously established liabilities as shareholder of civil law further.

(2) If a third party was not informed of the conversion and she also otherwise not known him, he can provide his performance with debt-discharging effect so as a civil-law partnership would still exist.

6 article

Resolution

Resolution reasons

section 1208. The company will be dissolved:



1. by the end of the subscription period, for which it is;

2. by decision of the shareholders;

3. by the final opening of the bankruptcy proceedings against the assets of a shareholder, the amendment of the designation of reorganisation proceedings in bankruptcy proceedings or by the final not opening or closure of insolvency proceedings due to lack of cost-covering assets;

4. by cancellation or by judicial decision;

5. by the death of a partner, unless otherwise stated in the memorandum of Association.

Notice is given by a shareholder

1209th (1) can the termination of the company by a shareholder, if the company for an indefinite period is entered into, be carried out only for the end of the fiscal year; She must take place at least six months before that date.

(2) an agreement by the right of termination is excluded or hampered in other ways than by reasonable extension of the period of notice, is null and void.

Dissolution by court decision

Section 1210. (1) due to the action of a shareholder may be pronounced the dissolution of the company before the expiry of the time for their duration, or with a company entered into for an indefinite period without notice by court decision, if there is an important reason.

(2) such cause exists in particular, if a minority interests intentionally or of gross negligence violates a significant commitment to the social contract which he or if the performance of such an obligation becomes impossible.

(3) an agreement by which, the right of the shareholder to demand the dissolution of the company, is excluded or limited these rules contrary to, is null and void.

Company on life time fixed term

section 1211. A company that has entered into for the life time of a shareholder or stands after which will continue for their duration period implied in the sense of §§ 1209 and 1210 one indefinitely entered society equal.

Notice is given by a private lender


§ 1212. Has a private creditors of a partner after a foreclosure in the movable property of the partner without success had been tried within the last six months, obtained the seizure and transfer of entitlement to one due to a not merely provisionally enforceable title of execution, what comes to the shareholder at the debate, so he can the society regardless, whether it is received for a specific or indefinite time , quit six months before the end of the fiscal year for this time.

Exclusion instead of resolution

A circumstance arises in the person of a member 1213. (1), which establishes the right to section 1210 for each of the remaining shareholders to demand the dissolution of the company, so the exclusion of this member of the society may be pronounced by the Court on the basis of a complaint of all remaining shareholders rather than the resolution. The exclusion action does not preclude that there remains only a shareholder after the exclusion.

(2) for the dispute between the remaining partners and the excluded shareholders, the financial situation of the company at the time is determined, in which case on exclusion will be presented.

Continuing resolution

The shareholders may decide 1214. (1) its continuation at the dissolution of the company. In the cases of § 1208 Z 3, 4 or 5, the termination of the company through a private creditors (§ 1212) and the dissolution of the company by the Court (section 1210 par. 1) this right is entitled to the remaining shareholders. In these cases, the shareholders, in whose person the reason of dissolution has occurred, as a result of the continuing resolution retires on society.

(2) in the event of termination by a private lender, the concerned shareholders at the end of the fiscal year eliminated from society; in other cases with the effect be of the decision.

(3) in the case of the opening of bankruptcy proceedings against the assets of a shareholder is paragraph 1 shall apply, that a declaration from the trustee in bankruptcy has to be carried out and the debtor at the time of the opening of bankruptcy proceedings is eliminated from the society.

Transfer of company assets

1215th (1) remains only a shareholder, so the company without liquidation is void. The company's assets is in the way of universal succession on these. Bücherliche are rights according to the applicable regulations to transfer.

(2) the outgoing partner is to resign in accordance with sections 1203 and 1204.

Announcing the dissolution of the outdoor company

§ 1216. The resolution of an external company is, as far as possible, notify the Contracting Parties, creditors and debtors, as well as transport companies known to make.

7 section

Liquidation

Aftermath of the articles of Association

§ 1216a. (1) despite the dissolution of the company gesellschaftsvertraglichen rights and obligations of the partners continue to each other as far as this is necessary for the liquidation, and otherwise stated in the following terms. Society-related legal relations of the partners to third parties in their continued existence by the dissolution and liquidation of the company only touches, as agreed with the third party

(2) the shareholders may agree a different kind of confrontation instead of the liquidation. The company by cancellation of a private creditor of a partner or the opening of bankruptcy proceedings against the assets of a shareholder is dissolved, the liquidation only with the consent of the creditor or the trustee in bankruptcy can be avoided.

Order of the liquidators

§ 1216 b. (1) after the dissolution of the company have, if the social contract not otherwise determines a company's assets to settle the shareholder as liquidators. Several heirs of a partner have to appoint a common representative. Is over the assets of a shareholder which opened bankruptcy proceedings or the reorganisation and the shareholders deprived of the self-administration, as the liquidator in the place of the shareholder.

(2) the appointment of liquidators can be at the request of one of the parties for important reasons by the Court, in whose district one of the partners has his place of residence or seat. The Court may appoint the persons in such a case to liquidators, which do not belong to the shareholders. Also the creditor through the termination of the society is done is considered involved except for the shareholders.

(3) the dismissal of liquidators occurs by a unanimous decision of the parties; It can be done at the request of a party for important reasons by the Court.

(4) the shareholder shall as far as possible to inform the liquidation and liquidators contract partners, creditors and debtors, as well as disseminate local way.

Rights and obligations of the liquidators

§ 1216c. (1) the liquidators have to end the current business, the company-related claims and to pay the company's creditors. Termination pending transactions, the liquidators may enter new businesses.

(2) the items that have left the company to use, the shareholders are to be returned. For an item that is missing by accident or worsening substitute to them compared to the other shareholders.

Actions of liquidators

§ 1216d. The liquidators represented the shareholders and out of court as the overall representative, if the shareholders do not mutually agree otherwise. The liquidators may authorise one of them to carry out of certain transactions or certain kinds of transactions. Every liquidator is alone empowered to accept declarations of company-related.

Distribution and compensation among the shareholders

§ 1216e. (1) the assets remaining after taking into account the debt is to distribute according to the ratio of the participation of the partners, taking into account their assets and liabilities from the company relationship among the partners.

(2) the expendable during the liquidation money is distributed for the time being. To cover liabilities not yet due or denied, as well as to ensure the amounts coming to the shareholders at the final distribution the required is to retain. Article 1196, paragraph 1 shall not apply during the liquidation.

(3) dispute arises about the distribution of the assets of the company among the shareholders, the liquidators have to suspend distribution until the decision of the dispute.

(4) the company's assets to cover the deposits of shareholders from the company relationship is not sufficient, so the remaining shareholders are required to pay for the amount in the ratio of its liabilities from the company relationship towards them. Can a shareholder the amount attributable to him not obtained are, so the loss on the remaining shareholders as a loss is distributed."

3. the following paragraph shall be added to § the 1503:

"(5) for the entry into force of the GesbR Reform Act, Federal Law Gazette I no. 83/2014, the following shall apply:"



1 § 826 and the paragraphs 1175 until 1216e in the version of GesbR Reform Act enter into force 1 January 2015. Unless hereinafter otherwise determined, are on facts which occurred prior to that date, continue to apply the existing provisions of the 27 main piece of the second part.

2. without prejudice to the primacy of gesellschaftsvertraglicher agreements (§ 1181 the GesbR Reform Act amended) apply the expiration of 30 June 2016 §§ 1182-1196, the §§ 1203-1205, §§ 1208-1211, 1213 § and § 1214 para 1 as amended by the GesbR reform act from 1 July 2016 for companies under civil law, which before 1 January 2015 formed when up to none of the shareholder to the other shareholders explained , to maintain the application of the previously applicable law.

3. from 1 January 2022 §§ 1182-1196, the §§ 1203-1205, the §§ 1208-1211, § 1213 and section 1214 para 1 as amended by the GesbR reform act without prejudice to the primacy of gesellschaftsvertraglicher agreements (§ 1181 in the version of GesbR Reform Act) anyway, also apply to civil law societies that were made before January 1, 2015."

Article 2

Change of the company law book

The company law book, dRGBl. S 219/1897, as last amended by Federal Law Gazette I no. 50/2013, is amended as follows:

1. in article 38, paragraph 1, and in article 39 is replaced each "justified" "incurred" by the word.

2. Article 108 is together with the heading:

"Freedom of design

section 108. The legal relations of the partners themselves are based on the social contract; the provisions of sections 109 to 122 shall apply only in so far as not determined otherwise through the social contract."

3. § 109 is together with the heading:

"Ownership and contributions of the members, future


109. (1) where the partners have agreed otherwise, their stake in the company shall be determined according to the ratio of the value of the agreed deposit (equity). In case of doubt, the shareholder equal parts are involved.

(2) unless otherwise agreed, the partners to the same extent to contribute to promoting the purpose of the society are required. The contribution of a shareholder can be confined to the provision of services (working partner).

(3) the shareholders are not required to provide margin to the contractually pledged deposit.

(4) even without agreement in the social contract, the shareholder with a majority may decide the power of variation in the ratio of their shares when the continuation of society would otherwise not be possible. A shareholder who did not agree to the decision and does not pay the margin, can leave the company within a reasonable period of time or be excluded due to a complaint by the remaining shareholders by the Court. The right of withdrawal is not not required in advance. The confrontation with the beaten or excluded shareholders and for determining its participation in pending transactions the date of adoption of the additional contributions is determined."

4. Article 112 is amended as follows:

(a) the heading is as follows:

"Participation interests, equal treatment, non-competition"

(b) the previous paragraphs 1 and 2 are 2 and 3.

(c) as new paragraph 1 is inserted:

(1) who have partners respecting their rights of social decision-making and the measures to be taken after forces and with diligence to participate in, reasonably to promote the purpose and the scope of society and refraining from doing anything that harms the interests of the society. The shareholders are under the same conditions to treat."

5. in article 113, paragraph 1, the quote "§ 112" by "§ 112 para 2" will be replaced.

6 section 116 is amended as follows:

(a) in paragraph 1, the phrase "Running the business" is replaced by the word "Business".

(b) in paragraph 2, the phrase 'a decision all' is replaced by the phrase "a unanimous decision of all".

7. in article 117, paragraph 1, the phrase is "at the request of" replaced by the phrase "on the basis of a complaint of all".

8 paragraph 118 paragraph 2:

"(2) an agreement by which this right is excluded or limited, is invalid."

9 119 paragraph with heading:

"Decision making

Shareholder resolutions require 119. (1) the consent of all the partners convened to participate in decision-making.

(2) has the majority of votes to decide, according to the social contract so she are governed by the valid votes. The voting weight is equivalent to ownership. Not all shareholders of the capital are involved, the majority is calculated after heads. Work partners, where the social contract ascribes to a ratio based on the value of their work, apply involved as in the capital."

10 121 paragraph with heading:

"Distribution of profit and loss

§ 121. (1) if all shareholders equally obliged to participate are, the profit and loss of each financial year is assigned to the shareholders in the ratio of their shares (§ 109 paragraph 1). The memorandum contains a different provision only on the proportion of profits or the percentage of the loss, so it applies in doubt for profit and loss.

(2) the shareholders not to same extent of participation are required, this is adequately taken into account in the allocation of the profit.

(3) without share capital, an amount appropriate to the circumstances of the annual profit is working partners to allocate. The part of the annual profit exceeding that amount is then assigned to the shareholders in proportion to their participation.

(4) the creation of the society does not preclude the agreement of a fee for services paid the society."

11. in article 127, the word order is "on request of" replaced by the phrase "on the basis of a complaint of all".

12 section 129 is amended as follows:

(a) in paragraph 2 "to challenge" is inserted after the phrase "or their liability by set-off with a claim due to meet".

b) paragraph 3 is deleted.

13 § 131 shall be amended as follows:

(a) Z 3 is: "3. the final opening of the bankruptcy proceedings against the assets of a shareholder by the amendment of the designation of reorganisation proceedings in bankruptcy proceedings or by the final not opening or closure of insolvency proceedings due to lack of cost-covering assets;"

(b) in Z, 6 is the word "and" replaced by the word "or".

14. in article 133, paragraph 1, the words "On request" be replaced by the phrase "on the basis of the complaint".

15. in section 135 the word "Debt" by the word "Execution title" and the words be replaced "is trying" "had been tried" by the words.

16 § 136 is lifted together with the heading.

17. in article 140, paragraph 1, the first sentence reads:

"A circumstance arises in the person of a shareholder, which establishes the right to § 133 for each of the remaining shareholders to demand the dissolution of the company, so the exclusion of this member of the society may be pronounced by the Court on the basis of a complaint of all remaining shareholders rather than the dissolution of the company."

18 § 141 is amended as follows:

(a) at the end of paragraph 1 the following sentence is added:

"In these cases the shareholder, in whose person the reason of dissolution has occurred, retires pursuant to the decision of the continuation of society."

(b) in paragraph 2, the point replaced with a comma at the end of the sentence and the following sentence added:

"in other cases with the effect be of decision."

19. in article 160, paragraph 1, the word is "created" by the Word replaces "justified" in the first sentence.

20. prior to section 178, the heading of the third section of the second book is eliminated.

21 178 paragraph with heading:

"Departure of the only general partner

§ 178. would the only general partner on the basis of a provision of the social contract, or by exercising one so occurs only this legal consequence him in the social contract of granted right to terminate from the company eliminated, if the remaining shareholders agree that they continue the company and at least one of them takes the position of a general partner, or if the only remaining shareholder, to take over the company's assets in the way of universal succession (§ 142). Otherwise the company is instead dissolved and is handled with the participation of the general partner."

22. According to section 178, following section heading shall be inserted:

"Third section

Silent company"

23 179 paragraph with heading:

"Concept and essence of the silent society

Who participates in § 179 (1) as a silent partner the company or assets of another with a capital contribution, the deposit so must make, that she passes into the assets of the other.

(2) from the shops that are closed or relate to the assets on which is the participation, in the operation of the company alone the owner is entitled and obliged."

24. in article 454, paragraph 1, the phrase "in the sense of article 30a of the cartel" is omitted.

25 following paragraphs shall be added to § the 906:

"(26) article 38, paragraph 1, § 39, § 108, § 109, § 112, article 113, paragraph 1, article 116, paragraph 1 and 2, article 117, para. 1, § 118 paragraph 2, § 119, § 121, article 127, article 129, paragraph 2, § 131 Z 3 and Z 6, article 133, paragraph 1, § 135, article 140, paragraph 1, article 141, paragraph 1 and paragraph 2, article 160, paragraph 1, section 178, § 179 and section 454 para 1 as amended by the GesbR Reform Act" , Federal Law Gazette I no. 83/2014, apply with 1 January 2015. Article 129, paragraph 3 and article 136 occur at the end of 31 December 2014 override. Unless hereinafter otherwise determined, on facts which occurred before 1 January 2015, are further apply the provisions in its version before the GesbR-reform law.

(27) apply without prejudice to the primacy of gesellschaftsvertraglicher agreements (§ 108) § 109, § 119 and section 121 amended the GesbR-Reform Act, Federal Law Gazette I no. 83/2014, from July 1, 2016 for companies, who before 1 January 2015 were built, if until the expiration of 30 June 2016 the shareholder to the other shareholders explains none to uphold the application of the previously applicable law. "Apply from 1 January 2022 § 109, § 119 and section 121 amended the GesbR Reform Act, Federal Law Gazette I no. 83/2014, without prejudice to the primacy of gesellschaftsvertraglicher agreements (§ 108) in any case, also for companies, which were built before January 1, 2015."

Fischer

Faymann