While the financial provisions of each shareholder pact should be tailored to the commercial intent of the parties, below are some common issues that need to be considered. The assets of a limited liability company and the assets of an unlimited corporation include the capital provided by its shareholders. However, in some circumstances, additional input may be required. The additional payment obligation is set, if necessary, in a company`s enterprise agreement. A call for capital is a request from an LLC for additional funds from its shareholders. Austrian corporate law provides for the following opportunities to inject additional capital into a limited liability company or a limited company. While the approval of a capital increase or an additional capital contribution requires a change in the company`s statutes, an agreement on voluntary contributions is not subject to formal requirements. In practice, agreements are usually entered into as part of a written union shareholder contract (as happened in the above case), but may also be the subject of an oral agreement. The Supreme Court has ruled that agreements between shareholders on voluntary capital contributions to a company outside the statutes can be concluded and are not subject to formal requirements.
According to the recent 2014 judgment, agreements can be concluded by unanimous shareholder decision or by a contractual agreement between shareholders. To avoid the loss of financial resources (or, in the worst case, the collapse of the company), agreements often allow other members to lend money that another shareholder cannot provide. The loan is then repaid at an agreed interest rate. The shareholder who did not respond to the call for capital will be punished. Shareholders may decide to formally increase the company`s share capital. Formal capital increases require a change in the company`s statutes. By law, shareholder decisions to amend a formal shareholder meeting must be taken by a 75% majority. The majority requirement can be reduced to a simple majority in the company`s statutes. Once the subscription agreement is concluded between the company and the shareholders who agree to provide additional capital, the company obtains an enforceable right against the shareholders for the payment of the capital increase.