Implementation and scope

The Second Company Law Directive was originally implemented into Austrian law by various acts, most importantly (i) the Act on Accounting (Rechnungslegungsgesetz) of 31 July 1990, (ii) the Amendment Act of 11 January 1991 regarding, among others, the Act on the Commercial Register (Firmenbuchgesetz), the Commercial Code (Handelsgesetzbuch), the Stock Corporation Act (Aktiengesetz) and the Act on Private Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and (iii) the Corporate Law Amendment Act of 28 June 1996 (EU-Gesellschaftsrechtsänderungsgesetz 1996). The latter implemented the amendments to the Directive introduced by Directive 92/101/EEC while those introduced by Directive 2006/68/EC were implemented together with Directive 2005/56/EC by the Corporate Law Amendment Act of 24 October 2007 (Gesellschaftsrechts-Änderungsgesetz 2007). The latest amendments to the Second Company Law Directive introduced by Directive 2009/109/EC were transposed into Austrian law by the Corporate Law Amendment Act of 27 July 2011 (Gesellschaftsrechts-Änderungsgesetz 2011).

The scope of the Second Company Law Directive is limited to public limited liability companies (see no 1 of Chapter 1). In accordance with the Directive, the stock corporation (Aktiengesellschaft) is the public limited liability company under Austrian law to which the Directive applies (Art. 1(1) Dir.). Although certain rules of the Directive have been extended under Austrian law to private limited liability companies (Gesellschaft mit beschränkter Haftung), this chapter generally focuses on stock corporations, while addressing private limited liability companies only occasionally where deemed relevant.