When can a managing shareholder be removed against their will? In its decision of June 30, 2026 (6 Ob 112\/25a), the Austrian Supreme Court (OGH) clarified the requirements for a court-ordered removal under Section 16 Paragraph 2 of the Limited Liability Companies Act (GmbHG). Personal disagreements alone are generally insufficient. Rather, the decisive factor is whether, after a comprehensive balancing of interests, the managing director's continued activity is unreasonable for the company and the other shareholders.<\/p>\n\n\n\n
At the heart of the proceedings was a family-owned group of companies. The first defendant had built up the company, originally run by his family, and in 1998, together with his sons, transferred it to a family private foundation. He was granted a special voting right of 75.1% for the duration of his tenure as managing director. Although his role as managing director was originally intended to end upon his reaching the age of 65 in 2006, he remained in that position with the consent of all shareholders. From 2021 onward, the relationship between him and his son, who was responsible for operational management, deteriorated. Following a legal review, the first defendant commissioned an investigation into potential breaches of duty and conflicts of interest on the part of his son. This led to mutual accusations, corporate disputes, and lawsuits. The personal relationship between father and son was ultimately irreparably damaged.<\/p>\n\n\n\n
According to Section 16 Paragraph 2 of the Limited Liability Companies Act (GmbHG), a managing director can be removed from office by court order for good cause. In the case of a shareholder-managing director, Sections 117 Paragraph 1 and 127 of the Austrian Commercial Code (UGB) apply accordingly. Good cause exists in particular if, due to the specific circumstances and after weighing the interests of all shareholders, the continued existence of the managing director is unreasonable or if the company is significantly endangered. Gross breaches of duty or the inability to properly manage the company also constitute grounds for removal. The Austrian Supreme Court (OGH) clarified that personal animosity, family disputes, or differing opinions on business policy are generally insufficient grounds. Even a strained father-son relationship did not automatically render cooperation unreasonable in this case. Rather, the decisive factor is whether specific breaches of duty or other circumstances exist. The OGH considered the following to be potential breaches of duty: the damaging disclosure of internal conflicts to external parties, grossly negligent obstruction of the preparation of annual financial statements, or the group-wide implementation of detrimental restructuring measures. However, sufficient evidence was lacking. A long-term illness through no fault of the managing director or a significantly reduced capacity for work due to age can also constitute a valid reason. Even partial inability to fulfill the duties of the managing director can suffice. However, the prerequisite remains that, given the circumstances of the individual case, continuing the activity is unreasonable and significantly jeopardizes the company's interests.<\/p>\n\n\n\n
The Supreme Court overturned the decisions of the lower courts and remanded the case for further proceedings. The removal of a shareholder-managing director does not require mere breakdown of the relationship. A comprehensive assessment is decisive, weighing breaches of duty, performance capacity, company interests, and the conduct of all shareholders against each other.<\/p>\n\n\n\n
Supreme Court 30.06.2026, 6 Ob 112\/25a<\/strong><\/p>\n\n\n\n <\/p>","protected":false},"excerpt":{"rendered":" When can a managing shareholder be removed against their will? In its decision of June 30, 2026 (6 Ob 112\/25a), the Austrian Supreme Court (OGH) clarified the requirements for a court-ordered removal under Section 16 Paragraph 2 of the Limited Liability Companies Act (GmbHG). Personal disagreements alone are generally insufficient. Rather, the decisive factor is whether, after a comprehensive balancing of interests, the managing director's continued activity is unreasonable for the company and the other shareholders.<\/p>","protected":false},"author":4,"featured_media":0,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[41],"tags":[],"class_list":["post-8439","post","type-post","status-publish","format-standard","hentry","category-aktuelles"],"acf":{"datum_fur_beitrage":"01.10.2026"},"_links":{"self":[{"href":"https:\/\/lsr.at\/en\/wp-json\/wp\/v2\/posts\/8439","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/lsr.at\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/lsr.at\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/lsr.at\/en\/wp-json\/wp\/v2\/users\/4"}],"replies":[{"embeddable":true,"href":"https:\/\/lsr.at\/en\/wp-json\/wp\/v2\/comments?post=8439"}],"version-history":[{"count":0,"href":"https:\/\/lsr.at\/en\/wp-json\/wp\/v2\/posts\/8439\/revisions"}],"wp:attachment":[{"href":"https:\/\/lsr.at\/en\/wp-json\/wp\/v2\/media?parent=8439"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/lsr.at\/en\/wp-json\/wp\/v2\/categories?post=8439"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/lsr.at\/en\/wp-json\/wp\/v2\/tags?post=8439"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}