Acquisition company (Austria)
The acquisition company was until December 31, 2006 a partnership aimed at a joint acquisition under a joint company , which could be founded if an OHG or KG could not be founded for the purpose according to the provisions of the Commercial Code .
One differentiated
- the open acquisition company (OEG), if none of the partners had limited liability to the company's creditors, and
- The limited partnership (KEG), if one or some of the shareholders the liability to the corporate creditors was limited to the amount of a certain capital contribution, while there was no limitation of liability for another part of the shareholders.
The legal basis for the acquisition companies was the Acquisition Companies Act ( Federal Law Gazette No. 257/1990 ). With the amendment of the Commercial Code by the Commercial Law Amendment Act (HaRÄG), Federal Law Gazette I No. 120/2005 , the acquisition companies were merged with the partnerships under commercial law. In place of the open acquisition company (OEG) and the open trading company (OHG), the purpose-oriented open company (OG) has now appeared . Similarly, the limited partnership (KEG) and the limited partnership (KG) were now replaced by the limited partnership, which was also open to a specific purpose .
As of January 1, 2007, existing commercial companies are deemed to be partnerships under the Corporate Code (Section 907 of the UGB).
The statements below relate to the acquisition companies before January 1, 2007.
Reasons for the introduction of the acquisition companies
Before the introduction of the acquisition companies, the only thing left for smaller entrepreneurial associations was the company under civil law . This corporate form can be used flexibly, as no entry in the register is required. However, this is also a weakness of society under civil law, as this leads to a certain legal uncertainty. In addition, the civil law company has no legal personality and all partners are simultaneously liable for their liabilities, which means that the creditor is free to prosecute individual or all partners.
The intention of the legislature was to remedy this situation and to allow “small” OHGs and KGs. With the Acquisition Companies Act passed on April 25, 1990, the legal basis for such companies was finally created. The Acquisition Companies Act came into force on January 1, 1991.
For commercial enterprises, acquisition companies were only practically usable after the amendment to the trade regulation came into force in 1994, since only then was the appointment of managing directors under trade law permitted. Previously, the acquisition companies were practically only used by freelancers who are anyway subject to the strict rules of their professional codes in their professional practice.
Establishment of a commercial company
For the establishment of the acquisition companies the conclusion of a articles of association and the entry in the commercial register were necessary (§ 3 Acquisition Companies Act). The acquisition company did not exist before the entry.
company
The company had to contain the legal form addition "open acquisition company" or "limited partnership acquisition company". These designations may be abbreviated with "OEG" or "KEG". At least the surname (family name) of a fully liable partner had to be included in the company name. An addition as a reference to the company's purpose was possible.
Unless the professional regulations for the company provided otherwise, the company had to include a reference to the freelance profession. Instead of the designation "OEG", the designation "Partnership" or - if the company did not contain the names of all shareholders - the addition "and (&) partners", the designation "Kommandit- Partnership ”.
For the partnerships under the UGB that have taken the place of the commercial companies since January 1, 2007, more liberal regulations apply than the regulations mentioned.
Legal relationships in society
Essentially, the provisions of commercial law were applied analogously to the acquisition companies (Section 4 Acquisition Companies Act).
Shareholder contributions
Deposits could have a material or ideal character. Limited partners subscribe to liability contributions and make mandatory contributions on them. The shareholders hold "shares of assets" which may differ from the "shares of profits".
Legal capacity of the company
The OEG was a company with its own legal personality and minor merchant status.
Shareholder liability
The general partners are personally liable, jointly and without limitation, for the company's liabilities, the limited partners with their liability contribution.
Management and representation of the company externally
Every personally liable partner was authorized and obliged to represent the company externally, provided that they were not excluded from the management by the articles of association. Individual or full representation was possible. If individual general partners were excluded from the management, the power of representation of the managing directors is limited to normal business operations. Limited partners were excluded from the management.
Tax law
Every partner was subject to income tax (break-through principle).
