Betéti társaság Ausztriában – KG

Gazdasági társaságot általában bármely külföldi és belföldi természetes és jogi személy, illetve jogi személyiség nélküli gazdasági társaság alapíthat. Az OHG (közkereseti társaság) vagy KG (Betéti társaság) esetében azonban – éppen a korlátlan tagi felelősség miatt – vannak érvényben bizonyos korlátozások, illetve kizáró rendelkezések. Ezek a következők: • Természetes személy egyidejűleg csak egy OHG-nak lehet tagja, illetve csak egy KG-nak lehet korlátlanul felelős beltagja • Közkereseti és betéti társaság nem lehet másik közkereseti társaságban tag, illetve betéti társaságban korlátlanul felelős beltag. • Kiskorú nem lehet tagja OHG-nak, továbbá nem lehet beltagja, illetve korlátlanul felelős kültagja KG-nak Alapítás menete A bejegyzési kérelem előterjesztésének határideje – ha törvény kivételt nem tesz – a létesítő okirat aláírásától, illetve elfogadásától számított 30 nap. Ha a cég alapításához hatósági engedély szükséges, a bejegyzési kérelem előterjesztésének határideje az engedély kézhezvételétől számított 15 nap. Betéti társaság alapításakor minimum egy bel- és minimum egy kültagnak kell lennie, akik atársasági szerződésben is szerepelnek. A társasági szerződésnek nincs törvény által meghatározott formája, de figyelni kell arra, hogy az üzlettársak jogait és kötelezettségeit pontosan meghatározzák, továbbá az üzletvezetés menetét, a képviseleti jogokat, a nyereség és veszteség elosztását, kiválás szabályait. A tagok vagyoni hozzájárulásai A betéti társaságnak (KG) fogalmi eleme a társasági vagyon, amelynek tulajdonosa maga a társaság. Ez a társasági vagyon az alapításkor, valamennyi tag által kötelezően teljesítendő vagyoni hozzájárulásokból tevődik össze. A KG alapításához törvény nem ír elő minimális tőkenagyságot. Cégbejegyzési kötelezettség van. Jelezni kell egy üzlettárs be- és kilépését, a székhely megváltozását és egyéb változásokat a bíróságnál. A vállalkozás veszteség- illetve nyereség elosztásának szabálya a társasági szerződésben szerepel, vagy pedig a befektetés nagysága határozza meg. 400 000 EUR éves forgalom felett mérlegkészítési kötelezettsége van. A tagok vagyoni hozzájárulása pénzbeli hozzájárulásból, illetve a tagok által a társaság javára szolgáltatott nem pénzbeli hozzájárulásból áll. A nem pénzbeli hozzájárulás bármilyen vagyoni értékkel rendelkező dolog, szellemi alkotáshoz fűződő vagy egyéb vagyoni értékű jog – ideértve az adós által elismert vagy jogerős bírósági határozaton alapuló követelést is – lehet. A tag munkavégzésre vagy más személyes közreműködésre, illetve szolgáltatás nyújtására irányuló kötelezettségvállalását nem pénzbeli hozzájárulásként figyelembe venni nem lehet. Nincs törvényi előírás arra, mikor kell a vagyoni hozzájárulást rendelkezésre bocsátani, így erről a tagok szabadon állapodhatnak meg. A társasági szerződésben azonban erről mindenképpen rendelkezni kell, mert a vagyoni hozzájárulás rendelkezésre bocsátása idejének a meghatározása kötelező minimális szerződési tartalom. A nyereség felosztása és a veszteség viselése Ha a társasági szerződés eltérően nem rendelkezik, a nyereség és a veszteség a tagok között a vagyoni hozzájárulásuk arányában oszlik meg. Semmis az a megállapodás, amely valamely tagot a nyereségből vagy a veszteség viseléséből kizár. Személyes közreműködés KG-ra jellemző, hogy a tagok személyes közreműködéssel is részt vesznek a társaság tevékenységében, ez az úgynevezett személyes közreműködés egy törvény által biztosított lehetőség. Nem minősül személyes közreműködésnek az üzletvezetés és a képviselet ellátása, valamint a munkaviszonyban, illetve polgári jogi szerződés alapján történő munkavégzés. Üzletvezetés Betéti társaság ügyvezetésére, a társasági ügyek vitelére az “üzletvezetés” kifejezést használjuk. Az üzletvezetés kizárólag a tagok egymás közötti belső viszonyában értelmezhető fogalom, ami lényegében nem jelent mást, mint jogkört a társaság operatív vezetésére, a társaság belső ügyeiben való döntéshozatalra. Képviseleti jog KG esetén képviseleti (cégjegyzési) joga a beltagnak van. Főszabályként a kültag nem csak a betéti társaság üzletvezetésére, hanem képviseletére sem jogosult. A társaság és a tagok felelőssége A beltagoknak korlátlan a felelősségük, a kültagok pedig csak a befektetett tőke nagységéig tartiznak felelőséggel. A társaság kötelezettségeiért elsősorban a társaság felel vagyonával. A társasági vagyont éppen ezért kötelező leétrehozni, hogy megfelelő alapot teremtsen a társaság működéséhez, hogy a társaság kötelezettségeinek fedezetéül szolgáljon. Amennyiben a társasági vagyon a követelést nem fedezi, a társaság kötelezettségeiért a beltag/ok saját vagyonukkal korlátlanul és egyetemlegesen felelnek. A KG beltagjainak felelőssége tehát csak mögöttes, vagyis csak akkor áll be, ha a társasági vagyon nem volt elegendő a követelés kielégítésére.

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