Shell purchase – Change in organizational structure despite retention of formal corporate officers

A significant change in the organizational structure typically occurs when all or the majority of the managing directors are replaced at once or successively under a common plan. Combined with substantial changes to the economic structure and shareholder structure, such a shift results in the economic identity of the company being fundamentally altered.

If a corporate position is formally retained, but the actual management changes, this still constitutes a significant change in the organizational structure. From an economic perspective, it is the factual organizational structure that is decisive.

Therefore, the mere formal retention of a managing director listed in the commercial register does not prevent the legal consequences of a shell purchase.

VwGH 24.04.2024, Ro 2022/15/0040