An Austrian entrepreneurial GmbH & Co KG, in which no natural person is an unlimited partner and whose general partner is a foreign GmbH, is subject to Austrian accounting and disclosure obligations just like Austrian corporations.
Supreme Court 9.10.2014, 6 Ob 165/14d
The Business Judgement Rule also applies to GmbH & Co KG.
BGH 18.6.2013 — II ZR 86/11, Ecolex 2014/102, 251
The Business Judgement Rule also applies to entrepreneurial discretionary decisions that affect borrowed capital (here: silent shareholders).
If the silent partner is contractually equated with a limited partner, the liability of a culpably acting managing director of the complementary company of GmbH & Co KG for financial losses in the event of breach of contractual obligations, absolutely protected rights and protective laws as well as in the event of tort immoral damage to the share of assets of the silent partner in the KG is conceivable.
Supreme Court 17.1.2024, 6 Ob 228/23g
The scope, powers and approval requirements for the general partner GmbH, which manages the business of the limited partnership, are governed by Sections 114ff UGB. Section 35 (1) Z 7 GmbHG is irrelevant for investment made by the general partner GmbH on behalf of the KG, because these are investments made by the KG.
Supreme Court 6.8.2021, 6 Ob 125/21g
In principle, according to § 25 GmbHG, only the directly injured GmbH & Co KG is entitled to compensation against the managing director of the general partner company. However, if the limited partner of the KG alone suffers the financial disadvantage, he is actively legitimized.
Supreme Court 20.12.2023, 6 Ob 78/23y
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