The Austrian legal system is based on the civil law tradition and has its origin in Roman law.
The principal forms of business organization in Austria are:
Except GmbH another common structure is the joint stock company, AG.
Every company in Austria must have a name. Company name requirements for AG are as follows:
To incorporate an Austrian company, the following steps are required:
The following company information is inter alia listed and published in the commercial registry:
All Austrian companies must have a registered office. The registered office is where documents may be legally served on the company. The registered office must be a physical address in Austria.
Company records and sharehoders' register should be kept at the registered office.
An Austrian company is not required to have a seal.
The redomiciliation of companies to or from Austria is permitted.
Redomiciliations within the EU or EEA are possible, however based on particular decisions at the EU level. Under Austrian case law of the supreme court, seat transfer of an EEA company to Austria is possible, provided that the company changes its legal form to a company under Austrian law (and fulfills all conditions as to articles of association, capital resources und statutory representatives under Austrian law), the company transfers both the seat pursuant to the articles of association and the seat of administration to Austria, the seat transfer is allowed under the laws of the previous state and the company fulfills the conditions of the previous state. In contrast, the conditions of a seat transfer from Austria have not been clarified yet, but should be possible correspondingly as well. Irrespective of the general possibility of cross border-redomiciliations, the transfer of the registered office requires a notarized shareholder resolution, as it represents an amendment to the articles of association under Austrian law.
As to non-EU or non EEA-countries, redomiciliation to Austria is not possible. If a company seeks to transfer its registered office to Austria, it has to be founded again under Austrian law.
An AG must have at least one managing director. Only natural persons may be appointed as managing directors. The appointed managing director must also be of legal age and possess legal competence. The managing director is likewise not required to have his ordinary residence in Austria. Members of the management board are not required to hold any shares in the AG.
In contrast with a GmbH, a supervisory board is compulsory for every AG. The members of the supervisory board (of whom there must be at least three) are elected by the general meeting of shareholders. Elected members of the supervisory board are appointed for a maximum term of approximately five years. It is permissible to appoint members of the supervisory board for a shorter term, and members may be reappointed.
The supervisory board of the AG must meet at least four times a year.
Corporate Secretary is not required.
Any natural person or legal entity and comparable foreign entities are eligible to become shareholders of an AG. It is not required for a shareholder to be an Austrian citizen or to have his domicile or place of residence in Austria. Where only a single shareholder is present in the AG, that shareholder must be identified by name in the Commercial Register.
The top-level constitutive body of the AG is the general meeting of shareholders. The shareholders adopt resolutions either at the general meeting of shareholders or by written consent. However, it is also permissible for them to adopt resolutions of the shareholders orally, even tacitly.
General meetings of shareholders must be held at least once per fiscal year, in each case during the first eight months of such year.
The general meeting of shareholders must be held at least once per year, within the first eight months of the year, for the purpose of presenting the annual financial statements, granting a discharge to the management board and the supervisory board, adopting resolutions on appropriation of profits and appointing a chartered accountant to audit the financial statements.
The beneficial owner registry was created in Austria in 2018. It contains information on the beneficial owners of legal entities registered in Austria. The registry was created to prevent money laundering and terrorist financing in accordance with the Fifth EU Anti-Money Laundering Directive.
In 2020, part of the information of the Austrian Register of Beneficiaries became publicly available. Information about the company: name, registration number, address. Information about the beneficiaries: name, date of birth, nationality and country of residence, as well as the amount of beneficial ownership. Other information about the beneficiaries is available only in cases provided for by law and in accordance with a certain procedure.
Austrian legal entities have to file information about their beneficiaries once a year. They are also obliged to report any changes. Failure to submit the required information to the register of beneficiaries, or deliberate misrepresentation of data, is subject to a fine (up to EUR 200,000).
The statutory minimum share capital of an AG is € 70,000 and at least one quarter of it must be paid in at the time of forming the company. The capital may be provided through contributions in cash or in kind.
Where the AG is formed not exclusively based on paid-in cash contributions, but also by contributions in kind, a court-appointed formation auditor must undertake a formation audit. Just as in the case of a GmbH, cash contributions must be paid into a bank account of the “AG in formation” and a confirmation from the bank must be submitted to the Commercial Register court.
Price13 100 USD
including incorporation tax, state registry fee, including Compliance fee
PriceIncluded
Stamp Duty and Commercial Register incorporation fee
Price6 050 USD
including registered address and registered agent, NOT including Compliance fee
Price150 USD
DHL or TNT, at cost of a Courier Service
Price600 USD
Price6 050 USD
Paid-up “nominee director” set includes the following documents
Price2 750 USD
Paid-up “nominee shareholder” set includes the following documents
Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)
Price250 USD
simple company structure with only 1 physical person
Price50 USD
additional compliance fee for legal entity in structure under GSL administration (per 1 entity)
Price100 USD
additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)
Price350 USD