OGH 8 ObA 40/25b | 24.06.2026

The unexpected death of the sole shareholder and managing director temporarily rendered the company unable to act. As a result, the salary of the company’s only employee could no longer be paid. The employee therefore lawfully terminated the employment relationship with immediate effect. Among other claims, she sought compensation in lieu of notice, arguing that the managing director should have taken precautions for the event of his death.

The Austrian Supreme Court (OGH) rejected the existence of a general duty to take such precautions. While a limited liability company (GmbH) must always have a managing director under Austrian law, this does not give rise to a general obligation to implement precautionary measures unless there are concrete indications of an imminent risk. In the absence of a managing director, the law provides for the appointment of an emergency managing director.

In the present case, the company was not at fault. Following the managing director’s death, the sole shareholder was initially unable to act and therefore could not appoint a new managing director. At that time, no estate curator had yet been appointed either. Consequently, the company could not be held responsible for failing to appoint a new managing director. The temporary absence of management alone does not constitute corporate fault.