A management change is complete only when resolution, register and access agree.
Compare appointment or end, representation, certified evidence and register extract. Then move bank, tax, signature and contract systems to the new management.
unternehmensnachfolge-anwalt.at
Checking company register entries and powers of attorney after the transfer
Mag. Bernhard Brandauer, Rechtsanwalt
Which company register entries, procuration, commercial authority, bank rights and digital access must be reconciled after a transfer.
A transfer agreement may be signed in full while representation remains out of date. The former managing director is still in the company register, an old procuration has not been removed, bank approvals still depend on the transferor and digital portals recognise only that person's phone. These discrepancies obstruct daily work and make it harder to prove who can represent the company externally and decide internally.
The review therefore goes beyond a register extract. It connects registrable facts, corporate representation, procuration, commercial authority, bank mandates and technical permissions. Section 10 FBG requires changes to registered facts to be filed without delay. For GmbH managing directors, section 17 GmbHG specifically covers current directors and the end or change of their power of representation.
This article provides a completion review after closing. It addresses representation and access, not the commercial or tax design of the transfer. The succession planning page places it within the full process.
Completion check
Which representation level remains open after the transfer?
The check sorts register, procuration and external access. Its result can be sent to the firm.
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What changed legally on the transfer?
All paths at a glance
Overview of all answers.
A change of legal entity requires more than changing signing rights.
Map contracts, authority, public accounts and permits that transfer or require reissue. Review registration of the business transfer event under section 3 FBG.
Outdated registered facts must be corrected without delay.
Identify the missing filing, obtain the evidence and submit the change to the register court. Section 10 FBG and section 17 GmbHG for managing directors provide the framework.
Inconsistent closing papers require a decision on the legally effective position.
Order shareholder resolutions, acceptance, resignation or removal, specimen signatures and filings chronologically. Only then can the correct filing be drafted.
Bank permissions must technically reflect the new representation.
Review mandates, signing limits, cards, tokens, phone numbers and dual approvals. Remove old rights only once new management can actually operate the accounts.
Commercial authority can continue outside the company register.
List written and practised authority by person, transaction type, limit and duration. Record revocation and notice to relevant counterparties.
A final readback makes completion provable.
Save the current register extract, bank confirmation, system logs, revocations and handover record in a closing file. A second person confirms every permission matrix item.
A completion matrix connects legal act, register and actual access
For each change record legal basis, decision maker, effective time, required registration and technical implementation. For a management change this may be shareholder resolution, acceptance, start, register filing and bank change.
The matrix prevents a signed document from being mistaken for a completed action. A revoked bank mandate means little while the token still works. Access must also not be removed too early if nobody else can release payments.
Use the closing list, register extract, authorities, bank confirmations, system permissions and counterparty list. The management and control checklist adds internal decision rights.
The company register shows central representation facts, not every authority
Section 3 FBG lists general registrations, including authorised representatives, their mode of representation and procurists. Events transferring a business or part of one are also among the registrable facts.
Section 10 FBG requires changes to registered facts to be filed without delay. Section 17 GmbHG adds the filing of current managing directors and the end or change of their representation. New managers provide the required signature evidence.
Ordinary commercial authority, many bank rights and technical access do not appear in the register. The extract is central but incomplete and must be read with the internal authority matrix.
Corporate representation and internal approval are different
Under section 18 GmbHG managing directors represent the company in and out of court. Where there are several, signing follows statute and articles. The register should state the registered mode clearly.
Internal limits such as shareholder approval for an investment bind managers towards the company under section 20 GmbHG. They generally have no legal effect against third parties. An internal responsibility matrix must not be confused with external representation.
After closing both are needed: a correct register for the outside world and a current governance rule for internal approvals. Together they show who signs and who must approve first.
Procuration and commercial authority differ in scope and publicity
Under section 48 UGB procuration can only be granted expressly by a registered entrepreneur or legal representative. Section 49 gives it broad scope for business transactions, while disposal or charging of land requires special authority.
Grant and end of procuration are filed under section 53 UGB, including joint procuration. Closing review therefore determines whether it continues, changes or ends and whether the register reflects the decision.
Commercial authority under section 54 UGB may cover the business, a class of transactions or individual transactions. Certain acts require special permission. Since it is not publicly visible in the same way, the company needs an internal list and clear notices of revocation.
Banks, public portals and digital systems need their own permission change
Banks manage mandates, cards, signing limits and authentication separately. Some use register data, others require their own forms. The change must be carried out actively and tested.
The same applies to tax, social insurance, payroll, cash register, domains, cloud, signature platforms and email. A former mobile phone used for authentication can block new management just as effectively as a missing signature.
Sensitive access is reissued rather than merely handed over. Passwords and recovery contacts change, personal accounts are removed and shared accounts documented. Technical completion follows legal responsibility.
The post closing readback closes open items with evidence
After changes, read results rather than applications. Compare the current register extract with resolutions, obtain bank confirmation and export system permissions. Any mismatch returns to the matrix.
The closing file contains legal instruments, evidence, revocations, notices and test results. It supports later bank reviews, annual accounts and internal disputes. Actual passwords do not belong in that file.
A second person reviews the position. The succession risk check captures adjacent role and document risks. The transfer then ends with a functioning new order rather than the contract alone.
Frequently asked questions about register and authority after a transfer
Is a current register extract enough to review authority?
No. It shows managing directors, representation and procuration, but not every commercial authority, bank permission or digital role. A complete review joins the register with an internal permission matrix.
When must changes be filed in the company register?
Section 10 FBG requires changes to registered facts to be filed without delay. For GmbH managing directors, section 17 GmbHG additionally requires current directors and the end or change of their representation to be filed without delay.
What is the difference between procuration and commercial authority?
Procuration is expressly granted, has the statutory scope in sections 48 and 49 UGB and is registered under section 53 UGB. Commercial authority under section 54 can be limited to a business, class or transaction and is not public in the same way.
Do internal reserved matters affect counterparties?
Generally not. Section 20 GmbHG binds managers internally to the identified limits but generally does not remove their external representation. External authority and internal approval should be documented separately.
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