Open Society (Austria)
The open society (OG) is a legal form in Austria and is similar to the German general partnership , but otherwise they are no longer than January 1, 2007 on the operation of a commercial activity limited. The OG is one of the partnerships .
Legal basis
§§ 105-160 Commercial Code (UGB).
features
The open company within the meaning of Section 105 UGB is
- a company managed under its own company,
- in which the shareholders are collectively connected
- and for none of the partners the liability towards the company's creditors is limited.
According to Section 19 UGB, an open company must include the designation open company or OG in its company as a legal form addition . The companies that were founded as general partnerships before January 1, 2007 can continue to use the additional legal form OHG in accordance with Section 907, Paragraph 4, Item 2 of the UGB . If an open company is to exercise a free profession, the addition of the legal form can be replaced by the designation partnership (Section 19 (1) 4 UGB).
Corporate purpose
The OG can be established for any permitted business or non-business purpose, including freelance , agricultural and forestry activities. Since an OG can also pursue a non-entrepreneurial, ideal purpose, the legal form cannot automatically infer the existence of entrepreneurial status. Rather, the entrepreneurship of the OG depends on its entrepreneurial activity, therefore OGs can only be entrepreneurs according to § 1 UGB.
Founding and partner
The establishment of the OG is differentiated in its effect in the internal relationship (i.e. towards the other shareholders) and in the external relationship (i.e. when the company appears externally).
Establishment in the internal relationship
The establishment takes place through the conclusion of an informal partnership agreement between at least two people. These can be two natural persons , or two legal persons , or one natural and one legal. For example, if a GmbH is a co-partner, the company is called GmbH & Co. OG .
Origin in the external relationship
The entry of the OG in the commercial register is mandatory in any case. The OG is only legally effective when it is entered: The entry in the commercial register has constitutive effect. Between the conclusion of the articles of association and the entry in the commercial register, the OG is at the stage of the previous company .
Two or more shareholders are “jointly connected”, i. i.e. they have unlimited liability (also with their private assets) and jointly (the creditors can hold any partner liable for the total amount of the liabilities). All shareholders are obliged and entitled to cooperate.
history
In the course of the commercial law reform that came into force on January 1, 2007 , the legal forms of the open trading company (OHG), which could only be founded to run a commercial trade, and the open acquisition company (OEG), which could only be founded for other purposes, became The legal form of the open company (OG) summarized.
Advantages of the OG
- full control of all entrepreneurs
- Division of labor possible (an agreed division of labor only applies between internal shareholders, not towards third parties)
- extended financing options compared to sole proprietorship
Disadvantages of the upper floor
- close ties between entrepreneurs and society
- unlimited, solidarity, direct liability. This applies even 5 years after leaving the company for all debts that existed at the time of leaving and had a remaining term of no more than five years (pursuant to Section 160 (1) sentence 1 of the UGB).
Non-competition clause
No partner may be active in the same line of business without the consent of all other partners. He is also not allowed to participate as a partner with unlimited liability in a company that is active in the same line of business without consent.
