Silent Society (Austria)
The silent partnership (stG) is a special form of partnership under Austrian company law . It is regulated in the company code.
definition
According to § 179 UGB the silent partner participates
- on the company or the assets of another with a capital contribution . This passes into the property of the other.
The quiet society is a pure inner society , since it does not appear to the outside. It is therefore not entered in the commercial register; the contribution can only be found in the company's annual financial statements . The quiet society has no legal personality , so it cannot be the bearer of rights and obligations.
One speaks of a typical silent partnership when the silent partner only participates in the profit and has no management authority whatsoever . In the case of an atypical silent partnership, however, the silent partner also has a stake in the company's assets and is entitled to manage the company.
founding
A silent partnership is established by entering into an informal partnership agreement between the owner of a company and the person who wants to participate as a silent partner. This is also known as the stiller . The silent can make his contribution not only through money, but also as contribution in kind . The contribution becomes part of the company's assets.
Profit sharing of breastfeeding
According to Section 181 of the Austrian Commercial Code, the silent partner has an appropriate share in the profit or loss . In the articles of association it can be stipulated that he only participates in the profit. If only his share of the profit is specified in the articles of association, then in case of doubt he is also involved in the loss and vice versa. Profits left behind do not increase the silent partner's contribution, but losses do reduce it. Subsequent gains can make up for a reduction in loss.
termination
Ordinary termination
Each company can properly terminate the relationship if it has been concluded for an indefinite period. A notice period of six months at the end of the financial year must be observed.
Extraordinary termination
This can be terminated extraordinarily in the case of both limited and unlimited company relationships . However, there must be an important reason for this ( Section 184 UGB).
Termination by the private creditor
A private creditor of the silent partner who has obtained the attachment and transfer of the dispute credit can terminate the silent partnership.
death
According to § 184 UGB, the company is not dissolved by the death of the silent. The opposite applies to the owner of the company. According to § 185 UGB this leads to the dissolution of the company.
bankruptcy
When bankruptcy proceedings are opened against the company's owner's assets, the silent partner is a bankruptcy creditor with the amount of his contribution that exceeds his share of the loss. If he has not yet made his contribution in full, he is only obliged to pay insofar as this is necessary to cover his share of the loss.
Individual evidence
- ^ Bernhard Rieder, Daniela Huemer: Corporate Law. 4th edition. facultas, Vienna 2016, ISBN 978-3-7089-1289-9 , p. 220 f.
- ^ Bernhard Rieder, Daniela Huemer: Corporate Law. 4th edition. facultas, Vienna 2016, ISBN 978-3-7089-1289-9 , p. 222 f.
- ^ Bernhard Rieder, Daniela Huemer: Corporate Law. 4th edition. facultas, Vienna 2016, ISBN 978-3-7089-1289-9 , p. 221 f.
- ↑ a b c d e Bernhard Rieder, Daniela Huemer: Corporate Law. 4th edition. facultas, Vienna 2016, ISBN 978-3-7089-1289-9 , p. 226.