Section 142 UGB: an OG ends without liquidation when one partner remains. Classify assets, the outgoing partner settlement and pending transactions.
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When only one person remains in an Austrian general partnership (OG) after the other partners leave, section 142(1) UGB provides that the partnership ends without liquidation. The partnership assets pass to the remaining partner by universal succession.
Two levels must be kept separate in the implementation. The asset transfer follows directly from the statute. Section 142(2) UGB applies sections 137 and 138 UGB by analogy to the settlement of the outgoing partner.
This post covers the special statutory transfer when an OG is reduced to one partner. The post on corporate approvals before signing and the post on the share transfer agreement and notarial deed address different transaction questions.
Classify the statutory transfer and the open settlement separately.
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Section 142 UGB is tied to only one partner remaining.
Keep the transfer of partnership assets and the outgoing partner settlement in one file tied to the same date. Also record how open transactions and partnership debts for which the outgoing partner is liable will be dealt with.
The file should distinguish the statutory transfer under section 142 UGB from additional contractual arrangements.
If assets, debts or pending transactions remain unclear, place the settlement on a traceable date-based foundation before completing the implementation. Section 137 UGB uses the amount the outgoing partner would have received if the partnership had been dissolved at the time of departure.
Assign an owner and evidence to every open item in the accounting file.
If several partners remain in the OG, section 142 UGB does not answer the specific transfer question. Review the selected exit, transfer or continuation structure and the relevant partnership agreement provisions.
The legal consequences then depend on the actual transaction and the agreed rules.
The rule applies when, after the other partners leave, only one partner remains. Section 142(1) UGB combines two consequences for this situation: the partnership ends without liquidation and the partnership assets pass to the remaining partner.
A prior liquidation phase is therefore not the statutory sequence for this special case. The review should begin with a reliable date and evidence showing which partners had left at that point.
Section 142(1) UGB refers to partnership assets and universal succession. The subject is the OG asset position as a partnership whole. The practical review should therefore bring assets, liabilities, contractual positions and other open items together in one date-based schedule.
Universal succession under the statute differs from selecting individual assets in an asset deal. It also differs from assigning GmbH shares. The decisive factors are the legal form and the fact that only one partner remains.
Section 142(2) UGB applies sections 137 and 138 UGB by analogy. Under section 137(1), items that the outgoing partner made available to the partnership for use must be returned. Under section 137(2), the outgoing partner receives in money what that partner would have received if the partnership had been dissolved when the partner left. The value of the partnership assets must be estimated where necessary.
Section 137(3) concerns release from partnership debts for which the outgoing partner is liable to creditors. If a debt is not yet due, the partnership may provide security instead of releasing the partner. If a liability remains with the outgoing partner from the partnership relationship, section 137(4) requires payment of an equivalent amount to the partnership.
Section 138 UGB remains relevant for pending transactions. The outgoing partner shares in profit and loss from transactions pending when the partner left. At the end of each financial year, that partner may request an account, payment of the amount due and information on the status of transactions that remain pending.
Each review point needs its own evidence and a clear date reference.
| Review point | Legal classification | Evidence |
|---|---|---|
| Remaining partner Only one partner remains | Review section 142(1) UGB | Departure and partner records |
| Partnership assets OG asset position | Universal succession to the remaining partner | Date-based schedule of assets and liabilities |
| Cash settlement Value at dissolution when the partner left | Apply section 137(2) UGB by analogy | Valuation or estimate with calculation basis |
| Partnership debts Outgoing partner liability to creditors | Release or security under section 137(3) UGB | Debt schedule and evidence of the arrangement |
| Pending transactions Profit and loss from open transactions | Apply section 138 UGB by analogy | List, accounting and information status |
The specific settlement depends on the partnership agreement, the asset position and pending transactions at the departure date.
Legal basis: Section 142 UGB in RIS governs the transfer of partnership assets and refers to sections 137 and 138 UGB for the settlement. The settlement under section 137 UGB and pending transactions under section 138 UGB should be reviewed together with the departure date.
Section 142 UGB describes a statutory consequence for an OG in which only one partner remains. The asset transfer follows from that special situation. In an asset deal, selected assets and legal positions are transferred under the agreed structure. A share deal concerns the transfer of shares while the company remains the legal entity.
The distinction keeps the review focused on the correct transaction type. For a section 142 case, the departure date, complete asset position and settlement are central. The linked share transfer post deals with the form and completion of a share deal.
Bring the partnership agreement, evidence of the departure, the current partner position and the asset schedule into one file. Add the settlement calculation, the partnership debt schedule and the open and pending transactions. The statute does not prescribe one uniform file in this form, but these records create a traceable basis for applying sections 137, 138 and 142 UGB.
Assign a date, evidence and responsible person to every open item. For debts that are not yet due, the file should also show whether release is already possible or what security is intended.
No. If only one partner remains, section 142(1) UGB provides that the partnership ends without liquidation. The partnership assets pass to that partner by universal succession.
The transfer is the statutory consequence of section 142 UGB. It must be distinguished from an asset deal and a share deal. Contractual arrangements may document the implementation, but they do not change the statutory trigger.
Section 142(2) UGB applies section 137 UGB by analogy. The relevant amount is what the outgoing partner would have received if the partnership had been dissolved when that partner left. The partnership asset value must be estimated where necessary.
Under section 138 UGB, the outgoing partner shares in profit and loss from transactions pending at the departure date. At the end of the financial year, that partner may request an account, payment and information on transactions that remain pending.
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