Appointment of managing directors under commercial law of a Limited Liability Company

The managing directors are the executive and representative body of a Limited Liability Company (GmbH). On the one hand, they manage the company's business internally, and, on the other hand, they represent the company externally. In the case of corporations, persons who are not shareholders may also be appointed as managing directors.

Only natural persons can be appointed as managing directors. A special qualification of the managing directors is not a prerequisite; they only have to be fully capable of acting.

The appointment of a managing director under commercial law is made by resolution of the shareholders or can be set forth in the Articles of association if the managing director is a shareholder. The managing directors must be registered with the Companies Register. They must also file a specimen signature with the Companies Register Court.

In the absence of a managing director or if none of the managing directors has his or her habitual residence in Austria, an application for the appointment of an emergency managing director can be filed with the court for this period.

Revocation of the appointment as managing director by resolution

The appointment as managing director may be revoked at any time by a resolution of the shareholders. This has no influence on claims for compensation from existing contracts.

If the appointment of the managing directors is made in the Articles of association, the admissibility of the revocation may be limited to good causes. In this case, the revocation of the appointment is effective as long as no legally binding decision has been made on its invalidity, in particular also on the existence of a good cause.

Withdrawal of the managing authority by means of court action

If there is a good cause, a managing partner may be deprived of his or her authority to manage and represent the company by means of a court action brought by all the other partners. Good cause includes, in particular, gross breach of duty or inability to manage the business properly. External managing directors may also be dismissed for good cause by court action.

Shareholders who did not vote in favour of the removal of the managing director may be sued for consent.

The court may prohibit the managing director from further managing and representing the company by means of an interim injunction. The prerequisite for such an injunction is for the court to give credible evidence of a threat of irreparable harm to the company.

Companies Register – Dismissal or Resignation of the Managing Director of a Limited Liability Company

If a managing director is dismissed or resigns, this must be reported to the Business Register Court by the managing director or the new managing director. Information on the topics Companies Register – Obligatory Entries and Companies Register – Registration of Corporations – limited liability companies, stock corporations can also be found at

In the event of the dismissal of a managing director, the Social Insurance Institution for the Self-Employed shall be notified of the deletion of such person as managing director by the Companies Register Court.

The Supervisory Board may revoke the appointment of a member of the Executive Board and the appointment to Chairperson of the Executive Board if there is a good cause.

Good causes are in particular:

  • Gross breach of duty
  • Inability to manage the business properly
  • Withdrawal of confidence by the general meeting, unless the confidence was withdrawn for obviously improper reasons

The dismissal shall be effective until a legally binding decision has been made that it is invalid. Claims arising from the employment contract shall not be affected thereby.

Further links

Legal basis

Translated by the Federal Ministry of Justice
Last update: 1 January 2024

Responsible for the content: Federal Ministry of Justice