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AUSTRIA

COMPANY FORMATION

 

GENERAL INFORMATION
Austria has an area of 32,374 square miles and is completely landlocked. It is bordered by Switzerland, Germany, the Czech Republic, Slovakia, Hungary, Italy, Slovenia and Liechtenstein. The capital is Vienna and other cities are Graz, Linz, and Salzburg.

POPULATION
Austria has a population of approximately 8 million people. Its inhabitants belong to the major European groups, Germanic, Neo-Latin and Slav peoples.

POLITICAL STRUCTURE
Austria is a Federal Republic of nine provinces. It has a president (Bundespraesident) who is Head of State. He is elected directly by the people and holds office for six years. The Federal Government has powers of legislation. The Bund is entitled to legislate but the Laender are responsible for the implementation of such legislation. There are two chambers in the parliament, the Nationalrat and the Bundesrat, the latter representing the provinces.The Federal Government is headed by the Chancellor (Prime Minister), who is chosen by the president.

INFRASTRUCTURE AND ECONOMY
Austria became a full member of the EU in January 1995, entered the ERM and is now within the EURO zone. Austria's domestic market is relatively small and foreign trade is of major importance. The single biggest partner for imports and exports is Germany. Its geographical closeness to Eastern Europe has meant that substantial inward investments have been made into Austria by multinationals in order to reach these markets. As with most other industrialised countries, the service industry and particularly financial services have grown considerably over the last few years, with agriculture, forestry, and also tourism declining. Other industries are iron and steel, paper and engineering.

LANGUAGE
98 % of Austrians speak German, with various local dialects.

CURRENCY
The currencies are the Austrian shilling and Euro. Bank accounts may be held in either currency. This also applies to a company's annual accounts and bookkeeping. Euro bank notes and coins will be introduced in 2002.

EXCHANGE CONTROL

There is no exchange control in Austria other than certain reporting requirements for statistical purposes.

TYPE OF LAW
Civil Law

PROCEDURE TO INCORPORATE
As a legal entity, a company comes into existence upon registration in the commercial register. To form a company, an agreement of incorporation (for a GmbH) must be drawn up in German and has to be filed with the Commercial Court. For an AG, all founders need to sign the Articles of Association before a Notary. Founders may grant Powers of Attorney to our offices lawyers to represent them. All Austrian companies are obliged to become members of the local Chamber of Commerce.

RESTRICTIONS ON TRADING
Yes, for certain industries such as banking and insurance, as well as industries where the state retains the monopoly, i.e. broadcasting, tobacco importation and production, and gambling. Real estate acquisitions by foreigners are subject to approval.

POWERS OF COMPANY
A company has the same powers as a natural person.

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
German

PRINCIPAL CORPORATE LEGISLATION
The Commercial Code and the Financial Reporting Act.

 

 

 

 

COMPANY INFORMATION

TYPE OF COMPANY
The two main types of company are the Joint stock company (AG) and the limited liability company (GmbH), which is the most widely used form of foreign investment. Other types include the general partnership (offene Handelsgesellschaft), the limited partnership (Kommanditgesellschaft) and the silent partnership (stille Gesellschaft).

SHELF COMPANIES AVAILABLE
Yes, but not used very widely.

TIME TO INCORPORATE
Six weeks to two months, branch registration can take longer.

NAME RESTRICTIONS
Names that are too similar or identical to already existing ones.

NAMES REQUIRING CONSENT OR A LICENSE
Banking and Insurance businesses and names, businesses within the financial services industry, and business names that include the term "Austria".

REGISTERED OFFICE REQUIRED
Yes, in Austria.

SUFFIXES TO DENOTE LIMITED LIABILITY
GmbH and AG

DISCLOSURE OF BENEFICIAL OWNERSHIP
No

COMPLIANCE

MINIMUM SHARE CAPITAL

GmbH: Euro 35,000
AG: Euro 70,000

CLASSES OF SHARES PERMITTED
GmbH is based upon participations
AG permits ordinary and bearer shares, voting or non voting, preference shares

BEARER SHARES PERMITTED
Only of AG

TAXATION
Corporate Tax rate is 25 % and capital gains are treated as regular corporate income. There is a minimum corporate tax of € 1.092 in the first years after incorporation and € 1.750 in the following years irrespective of profits.
Real Estate Transfer tax: 3,5 %

DOUBLE TAXATION AGREEMENTS
Austria has double tax treaties with more than 40 countries which include:
Australia, Belgium, Brazil, Bulgaria, Canada, China, Cyprus, Denmark, Egypt, Finland, France, Germany, Greece, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Japan, Luxembourg, Malta, New Zealand, Poland, South Korea, Spain, Sweden, Switzerland, Thailand, Turkey, UK, USA, Zambia.

SPECIAL FEATURES
Austrian law does not allow for the creation of Trusts, but it does recognise foreign Trusts. In order to foster investment, Austria has a regime for Holding companies. Under the international participation exemption, dividend income received from foreign subsidiaries or capital gains realised from the sale of the same are exempt from Austrian tax. In order to enjoy this tax treatment, certain criteria have to be met, i.e. a percentage of shares held in the foreign corporation for a certain period. The subsidiary must not be subject to tax of less than 15 % in its home country. Not more than 50 % of the Holding company must be owned by Austrian residents.

COMPANY WITH LIMITED LIABILITY (GmbH)
The company with limited liability (GmbH) is the most common legal form for business enterprises. Since the transfer of shares in a GmbH is more complicated (a notary deed is required) than that of a stock company (AG), the GmbH is less suitable if widespread ownership or frequent transfer of shares is planned. On the other hand, the articles of association of a GmbH can be designed to be more flexible than those of an AG.

It is permissible to establish GmbH’s for almost all business purposes, with only a few exceptions. A GmbH is set up by one or more shareholders. Individuals, corporations and partnerships, residents and non-residents, Austrians and foreign citizens as well as foreign corporations can be founders and shareholders. Deals between the sole shareholder and his GmbH are possible at arm’s length (the transactions have only to be documented in writing).

The articles of association or, in the case of a sole shareholder company, the declaration of establishment, must be executed before a Notary Public by means of a notary deed.

The minimum share capital of a GmbH is EUR 35,000. At least half of the minimum share capital has to be contributed in cash; exceptions apply for the continuation of an enterprise and for contributions in kind. The share capital comprises the contributions of the individual shareholders. The amount of the contribution determines the share of a shareholder. While every shareholder can only hold one share, shares can have different par values. The minimum share (and therefore the minimum contribution of an individual shareholder) is EUR 70. On every contribution to be made in cash at least one quarter (but not less than EUR 70) – though in total not less than EUR 17,500 of the minimum share capital – must be paid up.

STOCK COMPANY (AG)
The most important advantage of the AG is the flexibility of transfer of stock. However, in contrast to the GmbH, an AG must have a supervisory board in all cases and shareholders’ assemblies are subject to stricter formal requirements.

A formation by just one founder has been permitted under the law since 2004. In contrast to a formation by two or more founders, the name of the sole founder has to be registered with the commercial register. The articles of association of an AG must be executed before a notary public by means of a notary deed.

The minimum stock capital of an AG is EUR 70,000. The stock capital is divided either into stock with a par value of at least EUR 1 or into stock representing a percentage of the stock capital without a par value. Stock can be issued in the form of registered stock or bearer stock. While stock may be issued at a premium, it must not be issued below par value. At least one quarter of the par value and the full premium must be paid up prior to registration of the AG in the commercial register. If the stock is not fully paid up, it must be issued in the form of registered stock. Up to one third of the stock capital of the AG may be non-voting preferred stock, which grants a right to a preferred dividend without voting rights.

GENERAL FEATURES

GENERAL
Type of company GmbH AG
Political stability Excellent
Common or civil law Civil
Disclosure of beneficial owner No
Migration of domicile permitted No
Tax on offshore profits No (qualified dividends)
Language of name Latin Alphabet

CORPORATE REQUIREMENTS GmbH AG
Minimum number of shareholders One Two
Minimum number of directors One One
Bearer shares allowed No Yes
Corporate directors Yes Yes
Company secretary required No No
Minimum paid up share capital required 35,000 70,000

LOCAL REQUIREMENTS GmbH AG
Business address/agent Yes Yes
Company secretary No No
Local directors No No
Local meetings Yes Yes
Government register of directors Yes Yes
Government register of shareholders Yes No

ANNUAL REQUIREMENTS GmbH AG
Annual return No Yes
Submit accounts Yes Yes

RECURRING GOVERNMENT COSTS GmbH AG
Minimum Annual Tax/Licence Fee ("KöSt") ATS 25,000 ATS 50,000
Accounts filing fee ATS 2,000 ATS 2,000

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