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Accrual on the departure of the last co-partner of a general or limited partnership

Since a general partnership or limited partnership must have at least two partners, the partnership is dissolved without liquidation when only one partner remains.

Caution

In general, these rules apply to all entrepreneurs from EU Member States in Austria.

That is the case when insolvency proceedings are instituted against the only co-partner, insolvency proceedings are not instituted due to lack of assets to cover the cost, the co-partner leaves the company as a result of a successful action for removal, or the co-partner or his or her private creditors give notice of his or her departure. However, the partnership can also cease with accrual and universal succession if it is dissolved by decision of the partners, lapse of time, or a judicial decision, provided that the partners agree to acquire the business. The partnership is also wound up on the death of the last co-partner. The exception to this is when sole limited partners are succeeded by their estate, and consequently their heirs, on their death and the partnership continues.

The assets of the partnership (the business) are transferred to the remaining partner by universal succession and the property of the partnership becomes his or her sole property without requiring a specific deed of transfer ('accrual'). The land register must simply be updated if necessary. This process must be reported to the companies register. The departing partner has a claim to a financial settlement.

Translated by the European Commission
last update: 18 January 2021

responsible for content: Federal Ministry for Digital and Economic Affairs

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