Shareholder Agreements - Back To Normal?

On 1 January 2015 the act to amend regulations for partnerships, as defined under the Austrian Civil Code (GesbR-Reformgesetz – GesbR-RG, BGBl I 83/2014), entered into force.

Major amendments included a new simplified definition of partnerships as defined under the Austrian Civil Code (Gesellschaft bürgerlichen Rechts – GesbR); the adoption of detailed rules regarding general partnerships (Offene Gesellschaft – OG) relating to management, representation, capital injections and termination for GesbR; as well as the codification of case law-based developments, eg the distinction of partnerships, acting as such in day-to-day business (Außengesellschaften), and undisclosed partnerships (Innengesellschaften). Art 1175 seq of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch – ABGB) as amended by BGBl 83/2014, apply to all GesbR founded after 31 December 2014 ("new GesbR"). For all GesbR established before this date ("old GesbR") the GesbR-RG provided a