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.

Information on the topic Appointment of Managers Pursuant to Trade Law can also be found at USP.gv.at.

Further links

Legal basis

GmbH-Gesetz (GmbHG)

Translated by the Federal Ministry of Justice
Last update: 1 January 2022

Responsible for the content: Federal Ministry of Justice