Today, Austria is a parliamentary representative democracy comprising nine federal states. The capital—and with a population exceeding 1.6 million, Austria's largest city—is Vienna. Austria is one of the richest countries in the world, with a nominal per capita GDP of $43,570. The country has developed a high standard of living, and in 2008 was ranked 14th in the world for its Human Development Index. Austria has been a member of the United Nations since 1955, joined the European Union in 1995, and is a founder of the OECD. Austria also signed the Schengen Agreement in 1995, and adopted the European currency, the euro, in 1999.
Registration of companies in Austria
Company Form
- Proprietary Company
- Public Limited Company
- Company Limited by Guarantees
- Partnership
- Trust
- Sole Trader
- Branch - Branch of foreign company
Private Limited Company - Gesellschaft mit beschränkter Haftung (GmbH)
A limited company can be founded only one person with a minimum capital of €35,000 and there is no requirement for the directors or shareholders to be Austrian nationals. The GmbH is the most convenient form of organisation owing to the relative flexibility it offers and most foreign owned businesses in Austria are operating as a GmbH. The Gesellschaft mit beschränkter Haftung (GmbH) is a separate legal entity that essentially limits the responsibility of the shareholders to the amount of share capital.
Shareholders
Single shareholder companies are permitted - A GmbH has to be incorporated by one or more persons who may be individuals or legal entities, resident or non-resident, Austrian or foreign citizens.
Directors
A GmbH can have one or more directors and there is no requirement for the directors to be Austrian nationals.
What duties are levied on company formation?
A capital transfer tax (Gesellschaftssteuer) equivalent to 1% of the share capital (Stammkapital) must be paid for setting-up the GmbH.
The commercial court charges a fee when entering the new GmbH in the business register.
Production of the notarial deed (Notariatsakt) and publication of the GmbH registration.
Costs associated with the registration of a company include a corporate tax, court expenses, incorporation fees, an announcement in the official Austrian newspaper Wiener Zeitung, and the fees of an attorney and notary public.
Company Names
The name of the company must end with GmbH to denote limited liability.
Company formation process
The company becomes a legal entity when it is formally entered in the business register (Firmenbuch) kept by the local commercial court (Handelsgericht) and the company statutes need to be signed before a notary. Austrian law permits signing by proxy, if the proxy holds a written special power of attorney (Spezialvollmacht). The statutes must contain:
- The corporate name and registered office of the company
- The objects of the business
- The amount of share capital (Stammkapital) and share interests (Stammeinlagen) of the shareholders.
Share Capital requirements
The minimum share capital of a GmbH is €35,000 and this must be subscribed in full on formation of the company, but only €17,500 of the total share capital must be paid up before registration.
There are no share certificates in an Austrian company, so a valid transfer of the ownership of shares is only possible by means of an assignment before a notary.
