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.
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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