Power of Attorney in Austria: GmbH and AG Guide

Power of attorney in Austria looks refreshingly relaxed on paper: no notary for most commercial appointments, no public filing, no mandatory board resolution. The catch sits in the detail. This guide is for legal and compliance teams who issue or accept a Vollmacht (power of attorney, “PoA”) from an Austrian GmbH or AG, and want to know exactly where the flexibility ends.

Which types of power of attorney does Austrian law recognise?

Austrian law sorts PoAs by the breadth of authority, not by the form of the document. The Unternehmensgesetzbuch (Austrian Commercial Code, “UGB”), dRGBl. S 219/1897, is the main source. The same typology applies to a GmbH (limited liability company) and an AG (stock corporation).

• Single (special) PoA: covers one defined transaction and ends automatically when that transaction is complete.
• Limited PoA: covers a defined category of acts, such as tax matters, financial accounts or procurement.
• General PoA: covers all judicial and extrajudicial transactions connected with running the company.

Even a general PoA has a ceiling. Selling or mortgaging real estate needs an express grant of authority in the instrument itself. Therefore, if the agent may ever touch property, say so in writing.

Why does the legal framework need to be read as a whole?

There is no single statute on PoAs. Instead, three sources work together.

The UGB governs day-to-day commercial PoAs. The Allgemeines Bürgerliches Gesetzbuch (Austrian General Civil Code, “ABGB”) takes over when the mandate reaches real estate or other reserved acts. Finally, the eIDAS Regulation (Regulation (EU) No. 910/2014) decides whether an electronic signature carries the weight of a handwritten one.

In practice, you will rarely rely on only one of the three. A PoA that is perfectly valid under the UGB can still fall short once a reserved act or an electronic signature enters the picture.

Who issues the PoA, and is a resolution needed?

A PoA takes effect once the company’s statutory representatives execute it. For a GmbH, that means the Geschäftsführer (managing director). For an AG, it means the Vorstand (management board). Where joint representation applies, the required number of signatories must sign, and counterparts are permitted.

Austrian law does not require a shareholder or board resolution for the PoA to be valid. However, the articles of association or internal rules may demand one. Check them first, and adopt any required resolution before anyone signs.

The agent can be either an adult natural person or a legal entity.

Which formats and signatures work for a PoA in Austria?

No special form applies to a corporate PoA, including one for procurement. Written and electronic instruments are the norm. Oral PoAs exist only in limited personal contexts, so they play no role in corporate transactions.

A written PoA is what banks, counterparties and authorities expect. At a minimum, it should include:

• the principal’s corporate name and registered seat;
• the agent’s name and personal details;
• the date of issuance;
• a clear description of the authority granted; and
• the signature of the company’s authorised representative.

A qualified electronic signature (“QES”) has the same legal effect as wet ink. It suits signatories in different countries or tight timelines. Still, if the recipient does not yet accept QES, use a wet-ink signature.

Notarisation, certification and apostille are not required for ordinary commercial, administrative, HR or procurement PoAs. The exception is reserved acts such as real estate, where the principal’s signature may need notarising.

Should the agent countersign?

Not for validity. Nor is it needed for enforceability against third parties. It is still wise to obtain a countersignature on one copy as proof of acceptance.

Austrian market practice therefore uses two versions. The first carries the issuer’s signature alone and goes to third parties. The second adds the agent’s countersignature and serves internal purposes. Keep both.

Do you need to file a power of attorney in Austria?

Usually, no. A general commercial PoA (Handlungsvollmacht) stays inside the company, stored at its registered office. No filing deadline applies, and no sanction arises for non-filing. The PoA works from the moment of signature.

The exception is the Prokura, the broadest form of commercial representation. It must be entered in the Firmenbuch (Austrian Commercial Register). Its expiry or revocation must be filed in the same way.

For dealings with third parties, a scan of the principal-signed PoA generally suffices. You need not produce the original.

What must the agent do when acting?

The agent must act with the care of a prudent business person. That standard is higher than for a private representative, because the appointment is commercial.

Moreover, the agent must stay strictly within the scope of the PoA. Acts outside it do not bind the principal unless the principal ratifies them later. The agent may also face personal liability to third parties for any damage caused.

Signature style matters too. The agent signs with the company name and adds a notation showing status, such as “ppa.” for a Prokurist or “i.V.” for a Handlungsbevollmächtigter. This tells third parties they contract with the company, not the individual.

The principal, meanwhile, stays liable to third parties for acts within the PoA’s scope, or within reasonable third-party expectations of it. It can seek recovery from the agent internally.

Can the agent sub-delegate, or is a PoA limited to one branch?

Authority under a PoA is personal to the agent. Sub-delegation needs the principal’s express consent, either written into the PoA or given later for a specific act. An unauthorised sub-agent’s acts do not bind the principal.

If assistants will be involved, add a sub-delegation clause that names the categories of people and the permitted scope.

A PoA can also be confined to one branch (Zweigniederlassung). The limit only works against third parties if the branch trades under a distinct name or a name with an identifying addition. If the branch uses the unqualified company name, a third party can reasonably assume the agent acts for the whole company.

How is a PoA revoked, and how long does it last?

The principal may revoke a PoA at any time, without the agent’s consent. Revocation is by written letter to the agent, signed by the company’s competent representatives. Wet ink is preferable for evidence. The agent should countersign to confirm receipt.

Revocation ends the agent’s authority, but not contractual claims such as remuneration or notice under a separate service contract. In addition, notify any third parties who may have relied on the PoA, so apparent authority ends in their dealings too.

A PoA needs no expiry date. Without one, it stays in force until revoked. Even so, a time or purpose limit is good practice for project-based appointments. Under the UGB, a commercial PoA does not lapse on the principal’s death, and a corporate PoA likewise survives changes in management.

Can a foreign-issued PoA be used in Austria?

Yes, once its authenticity is established. The route depends on the country of origin:

• Apostille Convention states: an apostille from the competent authority of the issuing country is sufficient.
• Other states: full consular legalisation may be required.
• Either way: a notarial certification of the signature must come first.

The PoA must also identify principal and agent clearly, define the scope without ambiguity and carry the authorised signature. Austrian authorities and counterparties may ask for a certified German translation, although the original remains the binding text.

Plan early. Consular legalisation can take several weeks and may delay a closing. For corporate principals, attach a current foreign commercial register extract showing the signatory’s authority.

What if the principal and agent fall out?

A dispute does not suspend the PoA. Until the principal formally revokes it, the principal stays bound by acts within its scope. That is why prompt revocation, with notice to counterparties, matters when trust breaks down.

Managing directors should also take note. If a dispute reveals poor selection or supervision of the agent, the director may face personal liability to the company under the prudent business person standard.

What’s next?

Managing a Power of Attorney requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article: AGM in New Zealand: Timing, Voting and Penalties.

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