For a seized GmbH share, separate the effect of seizure, realisation, compulsory administration, consent, the company register and information rights.
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Contact the teamSeizure of a GmbH share is first an enforcement measure. It does not automatically make the creditor a shareholder and does not replace an assignment or its corporate-law completion. The enforcement order must therefore be read carefully for the asset seized, the restriction on disposal and any further step that has actually been ordered.
The Austrian Enforcement Code distinguishes realisation of a company share under section 331 EO, compulsory administration under section 332 EO and rules for seized rights under section 333 EO. The appropriate measure depends on the order and on the economic value involved. The articles, consent requirements, company-register position, information flow and protection of the GmbH remain separate questions.
Realisation under section 331 EO concerns the route by which the seized asset is made useful for enforcement. An assignment under section 76 GmbHG concerns the corporate-law completion of the transfer to a buyer. A planned sale therefore does not, without further review, prove that the buyer is already a shareholder.
The core file should contain the realisation order, description of the share, buyer details, purchase terms and evidence of the next completion step. If the articles require consent, that condition must be read alongside the enforcement rules. The article on consent for restricted GmbH share transfers covers this corporate-law layer.
Section 332 EO identifies compulsory administration of company shares as a separate enforcement measure. Its scope must be determined from the actual order. The focus may be the administration of a valuable right or its income, rather than an immediate transfer of the share to another person.
This avoids a common mistake: treating an appointed administrator as proof of a new shareholder or treating an intended realisation as an assignment that has already been completed. Each stage needs its own evidence. The order, appointment and statements made by the administrator should therefore be retained in full.
Section 76 GmbHG must be examined alongside enforcement law when the share is to be transferred. A notarial deed, precise identification of the share and the agreed conditions may be decisive for completion. Seizure does not settle these questions in advance.
Whether the company or one of its bodies must consent depends on the articles and the specific transfer. A notice from the creditor, buyer or administrator replaces neither the required declaration nor a clear allocation of authority. The company should document the order, agreement, representation and any conflict of interest together.
A company-register extract shows the registered position at a particular time. It does not alone prove that a seizure exists, that realisation is complete or that a person may exercise every right asserted. Historic extracts, filings, court orders and service records must be brought together.
Seizure also does not automatically create a general information right for the creditor against the GmbH. Identify who may request which record and on what enforcement or corporate-law basis. The request should state its scope, addressee and purpose. For withheld company records, see the guidance on enforcing information access.
The company should preserve the seizure order, service record, register position, articles and every notice about realisation or administration in one file. Payments, invitations, register statements and information should not be directed to a person whose authority is unclear. At the same time, a seizure notice alone is not a reason to leave every request unanswered in general terms.
The next review should separate four questions: What was seized? Which measure did the enforcement court order? Which corporate-law result is specifically sought? Which records does the GmbH need to assess it? New legal updates from the firm are available through BRANDaktuelle Rechtsnews.
No. Seizure is an enforcement measure. A change of shareholder requires separate review of realisation, assignment, form, consent and company-register completion.
No. Section 332 EO treats compulsory administration as a separate measure. Its scope follows from the order. Administration, income and later realisation must not be collapsed into one event.
Not as a general rule. First examine the articles, the enforcement order, the transfer documents and the person with authority to act. A corporate consent layer may exist alongside enforcement, but it does not replace it.
Not automatically. The request must be organised by legal basis, addressee, records and purpose. The GmbH should disclose or obtain only information for which a comprehensible legal basis exists.
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