Articles & analysis.
Topics from Austrian private foundation law, set out clearly for clients.
BRANDAUER Rechtsanwälte
Foundation law team, Salzburg and throughout Austria
Your matter is handled by a team combining corporate law, asset succession, real estate law and dispute resolution. We review the foundation declaration, board resolutions, information rights and liability issues and set out clear next steps. Mag. Bernhard Brandauer is responsible for the legal advice, supported by further specialised lawyers of the firm where the matter requires it.
100 years for a private foundation: Which date counts?
For the 100-year rule in section 35 PSG, the first commercial register entry matters. Learn how it differs from the foundation declaration and later amendments.
Private foundation as a minority investor: consumer status when appointing an arbitrator
The OGH explains when a private foundation with a minority shareholding may qualify as a consumer in an application to appoint an arbitrator.
Private foundation funding for outside aid projects: requirements under section 40a BAO
When a public-benefit private foundation may fund eligible bodies or provide services without an intention to make a profit under section 40a BAO.
Private foundation order form: service address and foundation board under section 32 PSG
Section 32 PSG requires the service address and the foundation board to be stated on private foundation business letters and order forms.
Testamentary addition to private foundation assets: acceptance despite estate liabilities
How a foundation board reviews a testamentary inheritance with estate liabilities and documents the form of acceptance.
Listed shares held by a private foundation: when a voting-rights threshold triggers a notification
Voting-rights notification by a private foundation for listed shares: thresholds under Section 130 BörseG, attribution under Section 133, addressees and the two-trading-day period.
LEI code before a private foundation securities order: transaction reporting and client identification
LEI code before a private foundation securities order: when MiFIR requires transaction reporting, which client data matters and why the investment firm must check the code first.
Reinvesting a private foundation share sale proceeds: Twelve-month reserve and acquisition costs
How a private foundation transfers hidden reserves from a sold shareholding to a new holding under section 13(4) KStG, including percentages, exclusions and a twelve-month period.
Litigation funding for asset-poor private foundations: requirements for legal aid
What section 63(2) ZPO requires for legal aid for an asset-poor private foundation and how own funds and economically involved parties are assessed.
Private foundation interim-tax credit: applying historical balances by assessment year
How a private foundation calculates historical interim-tax balances by assessment year, rate, distribution excess and treaty relief.
Founder company merges: do reserved shaping rights pass to the legal successor?
What a merger of the founding GmbH means for reserved shaping rights, universal succession and the continuing foundation structure.
Tax group under a private foundation: Eligible entities under section 9 KStG
Which entities may be group members or group parents under section 9 KStG and how a private foundation fits into the structure.
Private foundation to run an Austrian KG: limits of a permitted participation role
May a private foundation be the general partner of an Austrian KG or run its business? Section 1(2) PSG and the role review explained.
Final beneficiary refuses the foundation assets: replacement rule and reversion
What happens when the final beneficiary refuses the remaining assets of a dissolved private foundation and the foundation deed contains no other applicable rule.
Due Private Foundation Distribution and Creditor Protection: What the Board Must Check Before Payment
A due private foundation distribution: what the board must review under Section 17(2) PSG before payment and when insolvency is approaching.
Foundation board member as employee: service agreement, removal and pay
How Austrian law separates the foundation board office, a service agreement, removal and remuneration.
Pre-foundation orders goods: liability before registration
Persons who order goods in the name of a private foundation before registration may be jointly and severally liable under section 7(2) PSG.
Operating a private foundation: Where permitted ancillary activity ends
Operating a private foundation under section 1 PSG: permitted ancillary activity, own market services, shareholding management and statutory limits.
Distribution to a minor beneficiary: acceptance, representation and payment
Distribution to a minor beneficiary of an Austrian private foundation: resolution, representation under section 167 ABGB, special transactions and payment.
Supplementary winding-up after deletion of a private foundation: realising a newly discovered claim
A claim is discovered after a private foundation is deleted. Section 37(3) PSG, court appointment, realisation and supplementary winding-up explained.
Beneficiary expectancy after death: interpreting a successor clause
How a successor clause works after a beneficiary dies, when an expectancy arises and which deed provisions and evidence govern succession.
Appointed private foundation board member refuses office: replacement appointment and ability to act
If an appointed foundation board member refuses office, a required member may be missing. Learn how to assess replacement appointment and representation.
Private foundation audit report: inspection, confidentiality and court application
When a beneficiary can inspect a private foundation audit report, how confidentiality interests are assessed and when a section 30 PSG court application may be considered.
Beneficiary advisory board appoints the foundation board: influence limit and incompatibility
When a beneficiary advisory board may appoint the foundation board, which incompatibilities section 15 PSG creates and when the actual influence structure becomes legally critical.
Free use of private-foundation property by a beneficiary: board duties and use benefit
How a foundation board should structure and document a beneficiary's free use of private-foundation property, including value, costs and return.
Biased foundation auditor: recusal and independent reappointment
When a foundation auditor’s independence is in doubt, which exclusions section 20 PSG provides and how to prepare an independent reappointment.
Private foundation board with a fixed term: term, renewal and register
A private foundation board member’s term is ending. This article explains renewal, a new appointment, the handover and updating the board information in the Companies Register.
Founder revocation right: declaration, effect and winding up
Founder revocation under section 34 PSG: requirements, declaration, dissolution, creditor protection and winding up of foundation assets.
Keeping the supplementary foundation deed confidential: disclosure in proceedings and evidentiary value
Keeping the supplementary foundation deed confidential or disclosing it: section 30 PSG, court inspection and evidentiary value.
Founder rights in a later amendment: reservation, interpretation and limits
A later private foundation amendment requires a matching reservation, careful interpretation and complete implementation under section 33 PSG.
Private foundation assets below EUR 70,000: board duties, additional contribution and dissolution
What the foundation board should review when an existing private foundation later falls below EUR 70,000: additional contributions, liquidity and dissolution under the PSG.
Private foundation purpose no longer achievable: adjustment and continuation
When part of a private foundation purpose implementation has disappeared: adjustment preserving founder intention, court approval and the boundary with dissolution.
Replacement foundation auditor after a breakdown of trust: court-ordered change
When a breakdown of trust may support court removal of a foundation auditor and appointment of a replacement under sections 20 and 27 PSG.
Beneficiary waiver in a private foundation: receipt and effect on successors
How a beneficiary waiver may operate, when another person can succeed and which documents and evidence a private foundation should review.
Resignation of a private foundation board member: effectiveness, notice and orderly handover
What to review when a private foundation board member resigns: declaration, receipt, representation, handover and court appointment under section 27 PSG.
Limitation of distribution claims from a private foundation
When a distribution claim from an Austrian private foundation may become time-barred, how claim and due date are established and why acknowledgments or court steps matter.
Annual accounts of an Austrian private foundation: preparation, audit and submission
How annual accounts of an Austrian private foundation are prepared, which records go to the auditor and when audit and presentation duties apply.
Liability of former private foundation board members: claim and limitation
How an Austrian private foundation reviews damages claims against former board members, who pursues them and when limitation starts.
Discretionary distribution or fixed entitlement: when beneficiaries can demand payment
When does a private foundation distribution remain discretionary, and when can a beneficiary examine a fixed payment entitlement? The decisive documents explained.
Discharge of the foundation board: effect, liability release and limits
What a discharge of an Austrian private foundation board can achieve, which known facts it may cover and why section 29 PSG still requires a separate review.
In-kind distribution from a private foundation: valuation and equal treatment
How to review an in-kind distribution from an Austrian private foundation, including beneficiary status, valuation, equal treatment and completion.
Attaching a future private foundation distribution: requirements
When a future private foundation distribution may be attachable, how periods must be reviewed and what the foundation must do as third-party debtor.
Foundation auditor liability: assessing errors in the audit report
When can a foundation auditor be liable for a defective audit report? Audit mandate, breach, loss and enforcement under the PSG and UGB.
Attaching a beneficiary distribution claim: requirements and third-party debtor role
When a creditor may attach a beneficiary distribution claim against a private foundation and how the foundation acts as third-party debtor.
Waiving the founder amendment right: binding effect and later correction routes
What waiving a founder amendment right changes and which correction routes may remain under section 33 PSG.
Minimum asset level of a private foundation: distribution, resolution and records
How statutory minimum endowment, a deed-based asset floor and creditor protection affect distributions to private-foundation beneficiaries.
Private foundation deed or supplementary deed: which rules must be public
Foundation deed or supplementary deed: what sections 9 and 10 PSG allow and which information can be traced in the commercial register.
Insolvency of an Austrian private foundation: board duties and petition
When a foundation board must act in an illiquidity crisis, which records matter and how insolvency duties differ from dissolution.
Foundation auditor and the deed: when court clarification is needed
A dispute between the foundation auditor and an organ may concern the statute or the foundation deed. Section 21(4) PSG provides a court route.
Private foundation board resolutions: majority, chair and written votes
Private foundation board resolutions require consistent rules on notice, majority and records. This also applies to written resolutions.
A missing private foundation board member: court appointment under the PSG
If a required board member is missing, a private foundation may lose its ability to act. Section 27 PSG provides a court route.
Private foundation register entries: formation documents and later amendments
A private foundation comes into existence upon registration. Formation documents, the board and later amendments must remain consistent.
Adding assets to a private foundation after formation: what to document
An asset contribution after formation requires a clear allocation of assets, purpose and records. It does not by itself create a new founder position.
Amendment reservation in a private foundation deed: section 33 PSG
An amendment reservation must be assessed under section 33 PSG, the deed and the competent decision-making route.
Beneficiary information rights: request, documents and court review
Beneficiaries should prepare an information request to a private foundation with clear documents and a defined court route.
Conflict of interest on a private foundation board: recusal and approval
A conflict of interest on a private foundation board requires clear recusal, approval and decision records.
Private foundation property sale: resolution, valuation and closing
A private foundation property sale requires aligned purpose, board resolution, valuation and closing documentation.
Private foundation loans to beneficiaries: terms, review and repayment
A private foundation loan to a beneficiary needs a clear basis, documented terms and a traceable repayment plan.
Interpreting a private foundation deed: which version and purpose control?
How to interpret conflicting private foundation deed versions by checking effectiveness, the documentary chain, founder intention, purpose and the proposed measure together.
Foundation board representation: who may sign for a private foundation?
Who may sign for a private foundation depends on the representation rule, register position, resolution and any required approval. These elements must align before completion.
Determining beneficiaries of a private foundation: resolutions and records
When a determination under section 5 PSG is needed, who makes it and which criteria and facts the resolution should record.
Sub-foundations in Austria: formation, purpose and limits
A sub-foundation can organise assets and purpose. The deed, representation, purpose limitation and separate review of each structure remain decisive.
Founder dies: what remains in the private foundation for bodies, rights and amendments
What the death of a founder means for foundation assets, personal shaping rights, governing bodies, beneficiaries and later amendments.
Settlement of a private foundation dispute: protect the board, beneficiaries and purpose
How a settlement of a foundation dispute combines claims, representation, conflicts of interest and the foundation purpose.
External asset management for a private foundation: selection, control and liability
How the foundation board selects an external asset manager, defines the investment mandate and reporting and retains its own responsibility.
Changing beneficiaries of a private foundation: declaration, resolution and records
How beneficiaries are identified or replaced, how new criteria are introduced and when an amendment of the foundation declaration is required.
Private foundation as corporate shareholder: control, board and conflicts of interest
How an Austrian private foundation exercises shareholder rights, separates corporate management from its board and controls conflicts of interest.
Forced heirship and private foundations: information after OGH 2 Ob 115/25p
What forced heirs may request from an Austrian private foundation after OGH 2 Ob 115/25p and where the information claim ends.
Foundation board remuneration: document rules and court determination
How an Austrian foundation board’s remuneration is regulated, when the court sets the amount and which records matter before payment.
Court-approved amendment of a foundation declaration under section 33 PSG
When the board may amend an Austrian foundation declaration for changed circumstances and how court approval and registration proceed.
Creditor access to founder rights: attachment and avoidance
When creditors may attach founder rights, how revocation and amendment operate and when a later waiver may be challenged.
Supervisory board in an Austrian private foundation: duty, composition and powers
When an Austrian private foundation needs a supervisory board, how employee numbers are calculated and which composition and approval rules apply.
Foundation auditor in an Austrian private foundation: appointment, independence and audit report
Who appoints the auditor, which exclusions apply and how the audit, three month period and report operate under sections 20 and 21 PSG.
Self dealing with foundation board members: when court approval is required
Contracts between an Austrian private foundation and a board member often need two approvals. Section 17(5) PSG, arm’s length review and court application explained.
WiEReG and private foundations: identify, report and review beneficial owners
Who an Austrian private foundation reports under WiEReG, when the four-week period runs and how to document the annual review.
Private foundation distributions: withholding tax, substance and sound resolutions
How an Austrian private foundation resolves distributions, handles 27.5% withholding tax and documents capital repayments.
The family foundation across generations: what should be arranged in good time
How founder rights, governing bodies, beneficiaries and family assets should be organised before an Austrian private foundation changes generation.
Real estate in the private foundation: what the board must observe
How a foundation board prepares, approves and documents the acquisition, use, maintenance and sale of real estate under Austrian law.
Dissolving an Austrian private foundation: from ground to deletion
How an Austrian private foundation is dissolved, wound up and deleted after creditor protection and transfer of its remaining assets.
Special audit under section 31 PSG: standing, suspicion and judicial scope
Who may seek a special audit under section 31 PSG, how suspicions are substantiated and what follows from the court-appointed report.
Removal of the foundation board: important cause, prognosis and evidence
When an Austrian court removes a foundation board member under section 27 PSG and how prognosis, evidence and transition are assessed.
Advisory board of a private foundation: powers, beneficiary influence and limits
Which powers an advisory board may hold, how section 14 PSG limits beneficiary influence and when supervisory-board rules apply.
Duties of care of the foundation board: what the board must deliver in practice
The board acts with the diligence of a prudent business person. What that means concretely and where liability threatens.
Beneficiaries and information rights: what beneficiaries can really demand
Under § 30 PSG beneficiaries have rights to information and inspection. We show the scope and limits of the claim.
Founder rights: which rights should be expressly reserved in the declaration
Only expressly reserved rights exist: amendment, revocation and appointment rights must be cleanly regulated at formation.
Setting up a private foundation: the key steps at a glance
From the first concept to the commercial register: how a private foundation is set up under the PSG and which pitfalls typically lurk at formation.
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