There are several types of legal entities in Austria which can be divided into companies and partnerships. The companies can be with limited liability or joint stock companies, while the partnerships can be general, limited, silent or civil law partnerships.
Besides those, the entities may be divided into holding companies, branches, sole proprietorships, commercial cooperatives, associations, private foundations, European joint stock companies.
The limited liability company (GmbH - Gesellschaft mit beschränkter Haftung) is a form of business very popular among the entrepreneurs because of the limited liability of the shareholders and the small incorporation prices.
At least one shareholder can establish this type of business, with a minimum share capital of EUR 35.000, from which at least EUR 17.500 must be deposited at registration.
The liability of the shareholders is limited by their contribution to the capital and as a general rule EUR 7.000 is the minimum contribution of each shareholder.
The articles of association of the GmbH contain general information regarding the name (with the termination GmbH) and the address of the company, the objectives, the stated capital and each member contribution. Internal regulations may be stated here.
The management is assured by a manager appointed by the general meeting of the shareholders (highest body of the GmbH).
The joint stock company (Aktiengesellschaft) is a company type designed for large businesses. One shareholder is necessary to start this type of business and a minimum share capital of EUR 70.000 is necessary, divided into shares which can be offered to the public (unlike the shares of a GmbH).
The liability of its members is also limited by their contribution to the capital. The documents necessary at registration are:
- the articles of association containing internal rules of the company,
- name of the company (which must be related to the company’s object of activity and having the termination AG),
- the share capital and the contribution made by each member.
A supervisory board with at least three members is appointed to supervise and appoint the management board (which must consist of different members from those of the supervisory board). The highest body is also considered the general meeting of the shareholders.
Foreign companies can also operate on the Austrian territory through branches (Zweigniederlassung). The branches are not considered legal entities, but extensions of their parent companies. All their assets are provided by it along with the management. The name of a branch is the same as the name of its parent company, followed by the termination Zweigniederlassung Osterreich (branch in Austria) or Zweigniederlassung Wien (branch in Vienna).
A general partnership (Offene Handelsgesellschaft) is a union of two or more individuals or corporate bodies under the same economic purposes. All the members have full liabilities for the company’s debts and have also the responsibility to manage the partnership. The name of the general partnership is constituted by the name of the partners followed by the termination OD (open partnership).
A limited partnership is formed by at least one general partner and one silent partner, joined together under the same economic interests but with different liabilities. While the general partner has full liability on the entity’s debts and has the management powers, the silent partner has his liabilities limited by its contribution to the capital and has no decisional power.
A silent partnership is not considered a legal entity and it’s formed by silent partners which invest in a company.
A civil law partnership is formed by partners who combine their knowledge in order to obtain certain economic interests. All the members must have a certification of their knowledge before being part of this type of partnership. If the annual turnover in one year is above EUR 600.000 or in two consecutive years is above EUR 400.000, the partnership must be registered as a general partnership.
There are eight steps that have to be accomplished before incorporation of a company in Austria. In the beginning, the entity must receive a confirmation from the Economic Chamber that it is a new enterprise. No charge is required for taking this step. If the company is based on a minimum share capital, a bank account must be opened and the amount has to be deposited here.
The constitutive documents (the articles of association or the founding documents) must be notarized in order to be registered at the local court. After registration an announcement has to be posted in the Wiener Zeitung.
The newly formed entity has to be registered at the Tax Office and receive a VAT number, register with the trade authority for recording in the Register trade, register for the social security and the last is the registration with the municipality.
An Austrian GmbH (limited liability company) is formed with a minimum share capital of EUR 30.000, while an AG (joint stock company) is formed with a share capital of EUR 70.000.
The necessary documents for registration at the regional court are:
- the articles of association,
- the confirmation receipt from the bank that the minimum required capital has been deposited,
- specimen signatures of the managing board (or members),
- a declaration that the incorporation will be published in the Wiener Zeitung.
At the Commercial Register, a legal entity must submit information regarding the company and a declaration regarding the appointment of the company’s management.
The registration for VAT and other taxes is made by submitting a proof that the company was registered in the company register, the articles of association, a specimen signature of the managing members, or the representatives of the company.
A newly formed company can be incorporated in minimum 25 days if all the eight steps of registration are taken correctly.
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