GmbH Liquidation in Austria

Not straight away. Under § 91 Abs. 3 GmbHG the liquidators may not distribute remaining assets to the shareholders until three months have passed since the day the creditor notice was published. The distribution then follows the paid-in contributions, unless the articles set a different rule. The three months run from the publication, not from the resolution.

Yes. A shareholders' resolution to dissolve the GmbH needs a notarial deed under § 84 Abs. 1 Z 2 GmbHG. The managing directors must then report the dissolution to the Firmenbuch immediately (§ 88 Abs. 1). The same immediate report applies where the company dissolves because the term fixed in its articles has expired.

The managing directors. Under § 89 Abs. 2 GmbHG they become the liquidators by default, unless the articles or a shareholders' resolution appoint one or more other persons. The commercial court can also appoint different liquidators for good cause. The first liquidators and their power of representation are filed with the Firmenbuch by the liquidators themselves.

No. § 92 Abs. 1 GmbHG applies every rule the GmbH Act makes for managing directors to the liquidators by analogy, unless the liquidation chapter provides otherwise. A managing director who becomes liquidator therefore carries the same statutory rules into the winding-up, with the liquidation duties of §§ 91 and 93 added.

The GmbH Act sets no overall duration for a liquidation. The one fixed period is the bar in § 91 Abs. 3: remaining assets may not be distributed until three months after the creditor notice was published. The rest depends on when each step is completed, from the notarial resolution to the deletion application.

In two stages. First the company is dissolved; a voluntary closure uses a shareholders' resolution recorded by notarial deed (§ 84 Abs. 1 Z 2 GmbHG). Liquidation then follows (§ 89 Abs. 1): the liquidators draw up the opening balance sheet, publish the creditor notice, distribute what remains after three months and apply for deletion (§ 93 Abs. 1).

For an Austrian GmbH the process runs in five steps: the notarial dissolution resolution and its Firmenbuch report, the liquidators taking office, the opening balance sheet and creditor notice, the three-month bar before any distribution, and the application to the commercial court for deletion. Each step has its own paragraph in §§ 84–93 GmbHG.

The GmbH Act does not rank the routes. It lists six grounds that dissolve a GmbH, and a voluntary closure uses one of them: a shareholders' resolution by notarial deed. Liquidation then follows unless the law provides otherwise. Which ground applies to a particular company depends on its facts; the statute sets out each ground, not a preference.

The liquidator winds the company up. Under § 91 Abs. 1 GmbHG the liquidators draw up an opening balance sheet and annual accounts for each financial year, publish the dissolution in the official gazettes with a call to creditors, and notify known creditors directly. Once the liquidation ends, they apply to the commercial court for deletion (§ 93 Abs. 1).

Yes. The managing directors are the default liquidators, but under § 89 Abs. 2 GmbHG the commercial court can appoint different liquidators for good cause. Whoever holds the post, the liquidators file the first liquidators, their power of representation and every later change with the Firmenbuch themselves (§ 89 Abs. 4).

In proportion to the paid-in contributions, unless the articles provide otherwise (§ 91 Abs. 3 GmbHG). The same paragraph fixes the timing: nothing may be distributed before three months have passed since the creditor notice was published. The liquidators carry out the distribution; by default they are the company's managing directors (§ 89 Abs. 2).

They are kept for seven years after the end of the calendar year in which the liquidation ended (§ 93 Abs. 3 GmbHG). The deletion itself is applied for by the liquidators at the commercial court, evidencing the shareholders' resolution that discharges them (§ 93 Abs. 1).