On the occasion of the imminent expiry of the deadline, we would like to remind you of our article“Die Gesellschaft bürgerlichen Rechts” from 07.09.2015 and once again point out the possibility of postponing the application of the new rules by opting out. This may be necessary, for example, if a contractual provision on the exclusion of ordinary termination continues to apply. Syndicate agreements also qualify as companies under civil law.

Section 1503 (5) is decisive for the entry into force of the provisions in the version of the 2015 Corporate Law Reform Act, Federal Law Gazette I No. 83/2014. The provisions of the GesbR Reform Act apply in any case to companies that were/will be founded after January 1, 2015. In principle, the reform also applies to GesbRs already in existence at this time. However, there is the option of opting out. Each shareholder has until the end of June 30, 2016 to declare to the other shareholders that they wish to retain the application of the previously applicable law. The old legal situation will then continue to apply until the end of December 31, 2021. From January 1, 2022, the provisions as amended by the GesbR Reform Act will apply to all GesbRs.

This opting-out option should be considered in particular for GesbR agreements in which the option of ordinary termination has been contractually excluded. The GesbR Reform Act 2015 introduced a mandatory termination option for GesbRs established for an indefinite period. Pursuant to Section 1209 (1) ABGB, termination is possible at the end of a financial year subject to a notice period of at least 6 months. According to para. 2 leg cit, the notice period can be extended appropriately by contract, but an exclusion of the ordinary right of termination is null and void.