The trustee’s obligation to retransfer the shares upon termination of the trust does not require a separate agreement; it is inherent in the trust contract.
However, the retransfer of the shares after the end of the trust does not occur automatically. The act of disposal required for the retransfer is subject to a mandatory notarial deed pursuant to § 76 para. 2 of the Austrian GmbH Act (GmbHG).
Any change in the economic ownership of a GmbH share requires a notarial deed. This applies especially in the case of a change of trustor.
The absence of the legally required notarial deed cannot be remedied.
OGH 21.02.2024, 6 Ob 66/23h
