Liability of decision-makers

Current information relating to criminal law on balance sheet offences, dutiful care of a prudent businessman etc.

Information for newcomers

Criminal liability

Decision-makers of associations (in particular the managing director of a private limited company (GmbH) or board members of a stock corporation (AG) may be liable to prosecution for balance sheet offences under the StGB or else may be held criminally liable for financial offences such as fraud (→ oesterreich.gv.at) and misappropriation  (→ oesterreich.gv.at). Under certain conditions, the association itself could be liable for prosecution under the Corporate Criminal Liability Act.

Liability under company law

In principle, it is only the corporation (AG, GmbH) itself, with all of its corporate assets, that is liable for corporate debts. However, under the provisions of the Aktiengesetz (Stock Corporation Act) or the GmbH-Gesetz (Limited Liability Companies Act), a culpable breach of the requirements of due diligence (objective standard of due diligence) can result in direct and personal liability on the part of the managing director or a member of the board:

• towards the company (‘internal liability’)
• towards third parties (‘external liability’)

Under other provisions (e.g. contribution of levies and social security contributions, worker protection, environmental protection, failure to apply for reorganisation proceedings), personal liability on the part of managing directors of a GmbH or members of the board of an AG is also possible within the context of ‘external liability’.

Further information on the impairment of creditors’ interests and on the enforcement of insolvency claims from the perspective of creditors can also be found at USP.gv.at.

Further links

Tax liability (→ WKO)^{German Text}