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Company incorporation - Austria

A limited liability company (GmbH) is, by far, the most popular legal form for business enterprises in Austria which is very similar to the British Ltd or the German GmbH. However, the GmbH is also frequently used by even very large undertakings due to less rigorous regulations enabling the shareholder to exert greater influence and lower costs of incorporation and ongoing administration.

The incorporation of a GmbH requires the execution of a notarial deed of incorporation before an Austrian notary. This deed contains the articles of association or the declaration of the sole founder which document is signed by the founder (or any representative by virtue of a power of attorney; presence in Austria is therefore not required). The registration of the GmbH with the company registry marks the actual date of incorporation.

The following are required for the registration of a GmbH:

  • The articles of association including the corporate name, the registered domicile of the company, the business objects, the share capital (minimum €35.000, which has to be paid up at least in half, thus €17.500,. Often the articles of association include further provisions (i.e. a list of management actions that require prior approval by the shareholder, etc.) or some founders wish to harmonize the articles in line with any existing group standards or practices;
  • Shareholders' resolution appointing the directors of the company;
  • Translation of the documentation (documents are only accepted in German language i.e. otherwise a certified translation has to be filed with the commercial register);
  • List of the shareholders;
  • Clearance certificate issued by the local tax authorities;
  • Payment of the share capital, officially confirmed by the bank;
  • Specimen signatures of the managing directors;
  • Application to the company registry for the registration of the company;
  • In several cases, an expert opinion of the local chamber of commerce regarding the admissibility of the proposed company name is required.