An Austrian Limited Liability Company is legally represented by its Managing Directors (“MDs”). The MDs are entitled to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. Internally, they run the business of the Company by making all management decisions. However, the Shareholders of a Limited Liability Company may instruct the MDs to exercise their management power in a specific way.

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Division of Duties: In general, the MDs are entitled to jointly represent the Company. Such power of representation cannot be limited vis-à-vis third parties. The Articles of Association (“AoA”) may also provide for joint representation of the Company by an MD together with an authorized representative (in German: “Prokurist”). However, at least one MD must be entitled to represent the Company independently from an authorized representative. Moreover, the AoA may provide for single power of representation of each (or just some) MD(s). Internally, each MD may be assigned a specific area of responsibility (e.g. every day business, finances etc.). Even then, however, every MD stays obliged to supervise the actions of all others in order to prevent untenable management decisions.

Composition: An Austrian Limited Liability Company must be represented by at least one MD (with no applicable maximum unless otherwise determined in the AoA). All MDs must be physical persons with full legal capacity and at least one MD must have an adequate post address for delivery in Austria.

Appointment/Dismissal Competence: MDs may be appointed in the AoA of the Company or by way of a Shareholders’ Resolution (simple majority vote) at a General Meeting (“GM”).  The AoA may also provide for nomination rights of certain Shareholders. Dismissal of MDs may be achieved through a Shareholders’ Resolution (simple majority vote). MDs nominated by individual Shareholders may usually also be dismissed by such Shareholders upon free discretion. In some cases (i.e. if the AoA of the Company vest an MD with a special right to represent the Company) dismissal also requires consent of the competent court or, as the case may be, the existence of an important reason (e.g. MD’s inability to perform his duties, gross violation of duties etc.) Generally, no maximum or minimum term applies to the MDs unless otherwise stated in the AoA or in the Shareholders’ Resolution appointing the MD.

Alternates: Alternates (in German: “stellvertretende Geschäftsführer”) may be appointed under the same conditions as “ordinary” MDs.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Austria on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Cerha Hempel Spiegelfeld Hlawati Partnerschaft von Rechtsanwälten before actually changing any board members in Austria.