Existing board-level representation made the directive an important topic for Austria. However, there was no major debate on its transposition into national law. The possibility of also allowing domestic companies to have a one-tier board was raised but then rejected.
For further information on the SE legislation, such as the choice of SNB members, click on the more button.more ...
Austria’s legislation implementing the SE Statute and the SE Directive is expected to be in place before August 2004 and to enter into force on 8 October 2004.
The legislation consists mainly of a new law on implementation of the SE Statute (Gesetz zur Ausführung der Verordnung (EG) Nr. 2157/2001 des Rates vom 8. Oktober 2001 über das Statut der Europäischen Gesellschaft, SE-Gesetz – SEG) and an amendment (new chapter) of the existing Labour Relations Act (Arbeitsverfassungsgesetz) regarding transposition of the SE Directive.
The company constitution in the European Company (Societas Europaea or SE) provides for a right to vote on the SE’s organisational structure (Art. 38). Companies can choose between two systems: (i) the dual or two-tier system of separate supervisory board and management board, which is customary in Austria, or (ii) the one-tier system, in which control and management are combined in one body (board or administrative body), used predominantly in Anglo-Saxon countries. This right to vote on the organisational structure of the company constitution is new in Austria. It is mandatory by law for national companies to adopt the dual or two-tier management system.more ...
Transposition of the Directive was completed in mid July. This was carried out by means of the Labour Constitution Act (new Part VI – Involvement of Employees in the SE; §§ 208 onwards) and published on 15 July 2004 in the Federal Law Gazette. It entered into force – for obvious reasons – on 8 October 2004.
The SE Statute was implemented in June 2004. It consists of a separate law (Law on the Statute of the European Company – SEG) and minor amendments to the Company Register Act (Firmenbuchgesetz). It also entered into force on 8 October 2004.