Directors’ Duties in Austria

>> Board Requirements in Austria

Appointment of directors

In general, directors are appointed by shareholder’s resolution. A simple majority of the votes cast is sufficient. The resolution can be passed in writing.

There are no official residency requirements of directors, however, a director residing abroad is well advised to grant a power of attorney (PoA) in respect of various responsibilities, ie a postal PoA to an authorised recipient residing in Austria to receive mail on his behalf.

Certain trade licenses require the registered agent to reside in Austria.

Board meetings and composition requirements

The main source of powers for directors are set out in the Act on Limited Liability Companies (Section 18 to 20). In general, a joint directors representation applies, if not otherwise agreed in the Articles of Association (AoA). Please be aware that any “internal” restrictions of signatory and representation rights of directors resulting from the AoA or by shareholders resolution do not apply towards third parties (and any agreements which have been concluded with such third parties). If you, however, act against an internal restriction, you will be liable towards the company.

Please consult your business cycle for  further details on the directors and officers of  the company.

Signatory rights/powers of directors

To pass a board resolution a simple majority  is required, ie the affirmative vote of two (2)  out of the three (3) directors.

Conflicts

According to Section 24 of the Act on Limited Liability Companies, directors are subject to a restraint on competition. However, the company (shareholders) may give its consent to such competitive activities. The Act on Limited Liability Companies does not set out any particular process for handling a conflict of interest for directors. Nevertheless, considering the principle of loyalty it is recommended, to disclose any conflict of interest to the supervisory board or shareholders, as the case may be, as soon as possible.

Generally, a director should not participate in a decision where he has a serious conflict of interest. It is recommended that directors disclose all conflicts of interest to the supervisory board or, in the absence of such a board, to the shareholders.


Latest version updated 22nd March 2018

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