First identify whose rights and duties are affected
Record the business concerned, your role, the case reference and the outcome you seek. This shows whether the first issue is a claim, ownership, directors’ duties or an acquisition.
Focus area
Directors and shareholders in a crisis
Separate filing duties, crisis records and shareholder loan issues.
Prepare your documents
What should you clarify before the review?
Answer two questions about your role and the documents available. The result identifies missing records and prepares the next steps for individual review.
Which role best describes your position?
Your answers
Review the documents
The documents are ready for focused legal review
With organised records, the legal question can be tested against the current procedural status and applicable law.
Close the documentary gaps first
Secure the contract, payment records, court notice and communications before making a legal or commercial decision.
Directors and shareholders have different tasks in a corporate crisis. This hub therefore separates four review tracks: liquidity and due liabilities, management decisions, shareholder loans and restructuring.
None of these tracks produces an automatic liability answer. The current figures, information available at the time, contracts and the specific decision remain decisive. Separate articles discuss the directors’ filing duty and shareholder loans under the EKEG.
Keep liquidity and due liabilities reliable every day
Section 69 IO requires an application without culpable delay once the statutory opening conditions are met. Its outer limit is not a waiting period. Whether and when the conditions arose requires analysis of actual liquidity, due liabilities and available funds.
The directors’ crisis checklist organises the documents for individual review of the onset of insolvency and the filing date.
- Documents: current liquidity status, due date schedule, bank balances, facilities, realistically collectible receivables and written financing commitments
- Red flags: overdue taxes or wages, blocked facilities, repeated payment interruptions, unsupported inflow assumptions or conflicting sets of figures
- Individual review: statutory opening conditions, payments that remain permissible and the required filing date
Evidence management decisions with contemporaneous facts
Management resolutions, allocation of duties and reporting lines should show who knew which figures and the basis for each material payment or measure. Records do not turn a wrong decision into a lawful one, but they preserve the contemporaneous review process.
Selective payments, transfers to related parties and decisions based on oral funding promises require particular scrutiny. The article on delayed filing and directors’ liability explains the framework without asserting automatic liability.
- Documents: resolutions, allocation of duties, management reports, payment approvals, adviser correspondence, shareholder communications and measure logs
- Red flags: missing meeting records, reasons created after the event, inconsistent data, unclear responsibility or payments without a documented decision basis
- Individual review: directors’ compliance with duty, the effect of an allocation of functions and liability arising from a specific payment
Review shareholder loans as a separate track
Under section 1 EKEG, a shareholder loan granted to the company in a crisis is equity replacing. Section 3 EKEG draws distinctions for certain short term cash and trade credit and extensions. Section 14 EKEG governs the repayment restriction and restitution of satisfaction nevertheless obtained.
The EKEG article explains the legal basis. Use the shareholder loan checklist to prepare the file.
- Documents: loan agreement and amendments, value date, shareholder status, financial data at grant, deferrals, subordination terms, security and each repayment or set off
- Red flags: no written agreement, backdated amendments, repayment during a continuing crisis, satisfaction by set off or an unclear payment route
- Individual review: whether the loan is equity replacing, exclusions under section 3 EKEG and restitution under section 14 EKEG
Coordinate restructuring separately from the filing duty
Section 1 ReO provides a debtor application framework intended to avert insolvency and secure viability. A restructuring project does not automatically displace the assessment under section 69 IO.
The reorganisation and restructuring hub distinguishes the ReO framework, reorganisation proceedings under the IO and an out of court workout.
- Documents: integrated liquidity forecast, restructuring concept, measures and owners, funding evidence, creditor groups, security and documented alternatives
- Red flags: a plan without reliable funding, undefined creditor groups, measures without owners, stale figures or the assumption that negotiations automatically postpone duties
- Individual review: availability and suitability of ReO proceedings, achievable viability and timing coordination between restructuring and filing
General information on Austrian insolvency law as at July 2026. The assessment depends on the individual facts and current procedural status.
Frequently asked questions
What clients often ask.
May directors wait until the outer limit in section 69 IO? +
No. Section 69 IO requires an application without culpable delay. The statutory conditions, permissible restructuring steps and the required timing need a current factual assessment.
Is every shareholder loan equity replacing? +
No. The EKEG has defined requirements and distinctions.
Does a restructuring project suspend the filing duty? +
Not automatically. The restructuring track and section 69 IO must be assessed separately and coordinated continuously.
Related topics
This may also be relevant to you.
Creditors in insolvency proceedings
Review the basis of the claim, evidence, schedule status and commercial next steps.
Separation rights and retention of title
Identify goods or machinery in the estate through contracts, markings and payment records.
Insolvency avoidance
Document payments and security received during the crisis and assess the relevant context.
Would you like us to review a claim, owned goods or a decision in a business crisis?
Tell us your role, the business concerned and the procedural status. We respond within one business day.
Direct line to the firm.
Address
BRANDAUER Rechtsanwälte GmbH Giselakai 51 5020 Salzburg
Phone
+43 662 6280000