If a GmbH lacks a managing director required for representation and a specific act cannot wait, section 15a GmbHG may apply. This guide explains the gap, urgency, evidence and transition.
Your shareholder dispute team
Dispute team for shareholders and managing directors
A shareholder dispute calls for corporate law, litigation strategy and commercial understanding from one team. Mag. Bernhard Brandauer is responsible for the legal advice; depending on the conflict, further specialised lawyers of the firm support safeguards, evidence, negotiations and court enforcement.
Contact the teamA GmbH can be paralysed by one unresolved act when no managing director can represent it effectively. A shareholder disagreement alone does not automatically create this situation. The key questions are which authority is missing and which act cannot wait.
Section 15a GmbHG provides a court route for a temporary appointment in urgent cases. The application must connect the representation gap, the act that cannot be postponed, the supporting evidence and the limited transition period.
Already know you want to get in touch? Go straight to the enquiry form.
Bring together the Company Register extract, articles of association and records of the specific act. Explain why an ordinary replacement cannot be arranged in time and define the temporary scope sought.
Check whether the remaining managing director may act alone, only jointly or no longer has the required authority. Separate an unclear register or contractual position from an actual representation gap.
Record the pending payment, filing, notice or contract decision and its timing. Add the records showing the representation gap and a short chronology before choosing the appropriate route.
Start with the current corporate and representation position. A company with no managing director at all is in a different position from a company where one managing director remains with sole authority. Joint representation can also mean that one person cannot validly make a particular declaration alone. The articles of association, appointment records and Company Register extract therefore need to be read together.
A shareholder disagreement or a difficult vote is not by itself an emergency under section 15a GmbHG. The application must relate to a concrete gap in the GmbH’s ability to act. If the gap arose from a resignation, first secure the notice, receipt and remaining authority. The guide to a GmbH director change addresses that preceding question.
Urgency remains too abstract if the file only refers to a tense business situation or an ongoing dispute. Identify the act that cannot be completed without an authorised representative, such as a defined notice, filing, payment or contract decision. State its reason, relevant timing and the foreseeable consequence of waiting.
The file should also explain why an ordinary replacement appointment or another effective form of representation cannot be arranged in time. Mere convenience is not the same as urgency. The chronology should show why the requested court measure is a bridge for a defined situation rather than a general solution to the shareholder dispute.
Section 15a GmbHG allows the court, in urgent cases, to appoint a managing director where the company lacks one required for representation. The person is commonly called an emergency managing director. The statutory measure is not a substitute for a permanent internal appointment; it is intended to bridge a specific representation gap until it is remedied.
The application should therefore identify the company, the missing organ position, the act that cannot wait and the temporary relief sought. The person appointed and the tasks assigned depend on the circumstances and the court’s order. Judicial removal under section 16 GmbHG starts from a different question. Removal and judicial measures should not be merged with an emergency appointment application.
The file should normally include the current Company Register extract, articles of association, appointment or resignation notices, resolutions and communications about representation. To show urgency, add the pending notice or filing, payment and contract records, authority letters and messages documenting the threatened disadvantage.
A short chronology connects these records: when did the gap arise, who was contacted, what ordinary solution was attempted or is currently unavailable, and what act is due? Mark conflicting register entries, unclear powers of attorney and missing originals openly. This keeps the distinction between established facts and points that still need clarification.
A temporary appointment should not be presented as a licence to run every aspect of the company without limit. The relevant question is what authority is actually needed to bridge the defect. Ordinary business, new far-reaching decisions and the specific urgent act may require separate analysis. The application should therefore describe the necessary scope rather than a blanket mandate.
At the same time, prepare the regular solution: shareholder resolution, appointment, Company Register filing and an orderly handover. Once sufficient representation is restored, reconcile authority, access rights, pending business and communication with contractual partners. The guide to a GmbH director change also shows why register status and the practical handover must be aligned in time.
No. There must be a specific representation gap and an urgent act that cannot be completed in time without a court bridge. The dispute alone does not establish those requirements.
Describe the act as specifically as possible, for example a defined filing, notice, payment or contract decision. Its reason, timing and the consequence of waiting should be supported by documents.
No. Section 15a GmbHG concerns a temporary bridge until the defect is remedied. The regular appointment, Company Register filing and handover must therefore be prepared and reviewed separately.
Safeguard, challenge and enforce shareholder disputes. Portal for active GmbH conflicts covering first safeguards, resolution challenge, exclusion and preliminary injunction.
Contact