Director Change in Austria: Officer Rules & Filings

Every multinational group eventually swaps out a managing director somewhere in its structure, and Austria is one of the trickier stops on that circuit. A director change in Austria touches company law, trade law and beneficial ownership rules at once, often on different clocks. This article walks legal, tax and compliance teams through what has to happen, in what order, and by when.

Who is actually being changed?

Before anyone drafts a resolution, work out which role is changing. Austrian law separates three officer types. Each one carries its own rules.

The Geschäftsführer (managing director of a GmbH) or Vorstand member (management board of an AG) manages the company and represents it externally. Every corporate entity must have at least one. A Prokurist is an authorised signatory. They can bind the company on typical transactions but do not manage it under company law.

A trade manager (gewerberechtlicher Geschäftsführer) is a separate function under the Trade Regulation Act. This person answers to the trade authority, not the shareholders. One person often holds two of these roles at once, and that overlap is exactly where processes go wrong.

Which body approves the change?

The competent body depends on the legal form. In a GmbH, the general meeting of shareholders (Generalversammlung) appoints and removes managing directors. A simple majority usually decides, unless the articles set a higher threshold.

Most closely held subsidiaries skip the formal meeting entirely. They use a circular resolution instead, with notarially certified signatures.

An AG works differently. The supervisory board, not the shareholders, decides on management board changes. Supervisory board minutes must record that decision, and it has to state the incoming member’s term and power of representation.

Either way, the resolution must also fix the incoming director’s power of representation. Is it sole or joint? If joint, name who they act with. Get this wrong, and the appointment risks a corrective filing.

Removal or resignation: different clocks apply

Shareholders can remove a managing director at any time by simple vote. They need no cause. The removal takes effect the moment someone communicates it to the director.

Resignation runs on a different timeline. Without good cause, a resignation only takes effect 14 days after the last addressee receives it. The outgoing director stays fully in office until that date. With good cause, resignation takes effect immediately.

This 14-day window catches people out constantly. Austrian law requires the resignation letter to be written in German. The letter must predate the shareholder resolution, and that resolution has to confirm exactly when the letter was received. Only then can the commercial court check the period was properly observed.

What paperwork does this director change in Austria actually need?

The document list scales with how many roles are changing. A managing director appointment needs a notarised shareholder resolution, a notarised specimen signature, and an affidavit confirming no disqualifying circumstances. It also needs a current commercial register extract of the shareholder, proving signing authority on the day of signing. Documents not in German need a certified translation before anything moves forward.

A Prokurist change is lighter. It needs a granting or revoking letter signed by the managing directors, plus a notarised specimen signature bearing the prefix “ppa.” A trade manager change needs its own bundle again, including a German-language declaration under the Trade Regulation Act and a separate affidavit. None of these documents transfer between roles, so confirm early exactly which changes are happening.

The Firmenbuch filing form deserves a special mention. Local counsel generates it through the electronic filing system, and it carries a unique check number. No downloaded template can substitute for it. Get the timing wrong, say a director signs after the date already on the form, and counsel has to generate a fresh one from scratch.

Can a foreign national take the role?

Austrian corporate law places no nationality or residency restriction on managing directors. A foreign appointee faces the same eligibility rules as an Austrian one.

There is a practical catch, though. At least one managing director must have habitual residence in Austria. Without that, the court can appoint an emergency director just to receive registered mail.

The trade manager function is stricter. It requires citizenship of Austria, another EEA state or Switzerland, or a valid Austrian work-residence permit. A director based in the UK, for example, cannot simply take on the trade manager function. The company may need to appoint a separate person instead.

What are the filing deadlines, and what happens if you miss them?

The Firmenbuch filing must happen “without delay” after the change takes effect. Registration is declarative, not constitutive. So the change is legally valid from the resolution date regardless.

But until the register shows and publishes it, the company cannot rely on it against a third party who did not know. The remaining directors carry the risk of any resulting damage. Miss the deadline for too long, and the Firmenbuchgericht can impose repeated coercive penalty payments to force compliance.

The trade manager side runs on a harder clock. Someone must report the outgoing trade manager’s departure immediately. A replacement must then be appointed and notified within six months of the actual departure date, not the Firmenbuch registration date. Operating without a trade manager is prohibited outright. The trade authority can shut the business down over it, not just fine it.

You don’t need to remember a separate publication step. Once the Firmenbuch registers the change, it forwards automatically to the federal announcement platform EVI and the legal notices database.

Does a director change touch the UBO register too?

Not automatically. The Register der wirtschaftlichen Eigentümer (UBO register) tracks beneficial owners, not officers. A routine director swap usually leaves it untouched.

It only becomes relevant where the incoming or outgoing director also holds a controlling shareholding. Where that applies, the company must update the register within four weeks of becoming aware of the change, under the Beneficial Owners Register Act.

The penalties for missing that one are steep. Intentional violations can draw fines of up to EUR 200,000. Grossly negligent ones can draw up to EUR 100,000. Non-compliant companies can also find banks and notaries refusing to deal with them, and they can be excluded from public procurement. Check the UBO angle at the very start of any director change in Austria, not after the Firmenbuch filing is done.

What happens to the outgoing director’s duties?

Austrian law sets no formal statutory handover procedure. But the outgoing director’s fiduciary duties run right up until the resignation or removal takes legal effect. That includes the 14-day resignation period.

During that window, the outgoing director remains fully liable for the company’s compliance and financial reporting. Personal liability for anything that goes wrong doesn’t disappear just because someone has signed a resignation letter.

In practice, a documented handover protects both the outgoing director and the company. It should cover access credentials, open transactions and known risks. It also gives the incoming director a clean starting point, which matters, because they inherit collective responsibility for bookkeeping, financial statements and insolvency filings from day one.

Coordinating across a group

Sometimes the same person holds roles in several jurisdictions. Sometimes the Austrian entity is a branch of a foreign parent. Either way, the parent company’s own process must complete and register first. The Austrian filing cannot start independently of that.

Banks, key contracts with change-of-control clauses, and tax residence questions all deserve a look before the paperwork goes out. Check them early, especially if every remaining director now lives outside Austria.

The Gesetz über Gesellschaften mit beschränkter Haftung (Limited Liability Companies Act, GmbHG) sets out most of these rules for the GmbH. The Unternehmensgesetzbuch (Business Enterprise Code, UGB) covers the Prokura and the Firmenbuch mechanics. The Aktiengesetz (Stock Corporation Act, AktG) governs the AG. You can check the current status of any Austrian entity, including its registered officers, through the Firmenbuch via JustizOnline. Read together, the GmbHG and its companion laws leave little room for shortcuts. They do leave room for planning ahead, though, which is really the whole point of managing a director change in Austria well.

What’s next?

Managing a director change requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article: [PLEASE INSERT LINK].

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