Immoral Compensation clause in the articles of association

In case the memorandum of a GmbH does not contain any compensation clause for departing shareholders, a retiring shareholder is entitled to demand the current market value of his share. In the case decided the articles of association contained a clause which provided for a compensation lower than the market value of the participator’s share in case an insolvency proceeding has been opened over the shareholder. The Austrian Supreme Court declared this clause void and consequently invalid because it places the company’s creditors to a disadvantage. [OGH 23.10.2015, 6 Ob 65/15z]