Corporate Law Flashcards
What is the definition of a company? Please explain if necessary.
- any permanent
- organization with
- independent
- economical
- activity,
- which does not have to be profit oriented (§ 1 UGB)
- against payment.
What kind of entrepreneurs exist? Explain the types and give examples for each.
- Entrepreneur by operating business
- Entrepreneur by legal form
- Entrepreneur by registration
Entrepreneur by legal form
- Entrepreneur status based on the chosen legal form
- Irrespective of the existence of a “business” as defined by § 1 UGB
list of legal forms
- Public limited company (AG)
- Limited liability company (GmbH)
- Cooperatives & industrial cooperatives (Genossenschaften)
- European Stock Corporation (SE)
Entrepreneur by registration
definition + purpose
- Refers to persons wrongfully entered in the commercial register and acting under their company name.
- Constitutes an irrefutable presumption that such persons possess the entrepreneurial status.
Purpose: protection of transactions
- Good faith is not required (“character of absolute protection”)
- Third parties have no right to choose whether or not to treat registered persons as entrepreneurs
Name at least 4 entities that have to be registered in the comercial register.
- individual entrepreneurs under special conditions
- general partnerships
- limited partnerships
- stock corporations
- limited liability companies
- private foundations
- European Stock Corporation (SE)
- other legal entities whose registration is required by law
What info must be included in the commercial register with regard of the registration on an LLC in Austria?
- Commercial register number (e.g. FN 313236 t)
- Company name & legal form
- Corporate seat & business address
- Description of the line of business & branches
- Individual entrepreneurs: Name & date of birth
- (In case of) legal entities: Name & date of birth of the persons authorized to represent such entities, and the beginning and end of their powers of representation
- (In case of) authorized signatories (“Prokurist”): Name & date of birth, and the beginning and form of their power of representations
- Certain registrations in the event of liquidation and in insolvency proceedings
How many individuals or legal entities are necessary in order to establish either an LLC or a general partnership?
LLC (GmbH): one person General Partnership (OG): two people
Describe a proxy and give the main legal characteristics.
Proxy (Prokura) = entrepreneurial power of attorney
Characteristics:
- registered in the commercial register (declarative effective) -> general power of attorney not registered
- can be revoked at any time
- legally defined in its scope & unlimited in content
- non-transferable
Can the authorized signature sell a main building of the company?
No, because the authorized signature does not permit the sale or encumbrance of real estate.
The authorized signature may, in the name of the represented person, carry out all kinds of legal acts and transactions, both judical and extrajudical, that the operation of the company entails.
Give at least two types of partnerships.
- General partnership (OG)
- Limited partnership (KG)
- Silent partnership
- Partnership under civil law (GesbR)
- European economic interest grouping (EEIG)
Which kinds of partners are there in a limited partnership? Explain the difference in liability.
at least one general & one limited partner
General Partner: fully liable
- Content and scope
- Personal liability
- Unlimited liability
- Direct liability
- Primary liability
- Joint and several liability
- Subsequent liability
Limited Partner: liable up to a certain liability amount (amount registered in commercial register)
- Primary
- Direct
- Personally
- Solidarity
What are the characteristics of a GmbH & Co KG?
Legal basis: limited partnership (KG) in which general partner(s) have to be an LLC
- limited partner is same as in a “normal” partnership (either an individual or a corporation)
consequence: no one fully liable
What are the characteristics of a GmbH & Co OG?
legal basis: general partnership (OG) in which all partners have to be LLCs
if all partners are AGs then it is called AG & Co OG
Name at least 3 types of corporations.
- Limited liability company (GmbH)
- Stock corporation (AG)
- European Stock Corporation (SE)
