Another case involved the judicial removal of a GmbH managing director for good cause.7 and – as an accompanying measure – the application for a judicial interim injunction against the managing director to be removed, who was also the plaintiff's husband.
Obtaining an interim injunction that judicially prohibits a GmbH managing director from continuing management and representation at the very beginning of a removal process is rather difficult in legal practice. This often fails because the anticipated damage, which the interim injunction is intended to prevent, is not "irreparable damage" within the meaning of § 381 EO, or at least monetary compensation for the damage would be possible. In such cases, the conditions for interim legal protection are not met.
The OGH, however, took a different view in a case where the GmbH managing director threatened his wife, who was also a managing director, with violence. Imminent violence was present, as the husband physically attacked his wife multiple times and repeatedly violated the restraining order imposed against him. The wife argued that the acts of violence essentially always occurred only in the context of the management or representation of the GmbH. The OGH therefore considered prohibiting management and representation to be an appropriate means of averting further imminent violence and affirmed the conditions for issuing an interim injunction.
It is also noteworthy that the OGH generally does not consider family disputes to be good cause for removal within the meaning of § 16 para 2 GmbHG. However, insults and physical assaults against co-shareholders or co-managing directors can constitute good cause if the pursuit of the company's purpose can no longer be expected due to a destroyed basis of trust.
OGH 3.7.2025, 6 Ob 97/25w
1 § 16 para 2 GmbHG.
