- Shareholder resolutions can also be passed informally outside of a general meeting if all shareholders are in agreement on the matter (RS0059949; RS0049358). This also applies to resolutions regarding the appointment of a managing director. The preparation of minutes in accordance with Section 40 (1) of the Austrian Limited Liability Companies Act (GmbHG) is not a requirement for validity.
- While the managing director's consent to assume their corporate role is required, this can also be given implicitly (RS0059717). In the case of a shareholder-managing director, this is generally achieved through their affirmative vote on their own appointment. This also applies to a sole shareholder appointing themselves as managing director. The resolution becomes effective upon acceptance of the appointment.
Supreme Court (OGH) 4.6.2025, 6 Ob 111/24b, ecolex 2025/402 = GES 2025, 205
