Austria - Register a Business or Company

ProcedureEdit

In order to validly form a business or company, one must register it with the Commercial Register or Firmenbuch. The managing director(s) must report the business or company to the competent commercial court or regional court. The Austrian Firmenbuch corresponds to the German Handelsregister. The notification requires notarized signatures of all of the managing directors of the business or company. The managing director(s) must also provide notarized specimen sig-natures to the court. In addition, the managing directors must deliver a declaration confirming that both the cash contributions and any contributions in kind are available to them for disposition without restriction. They furthermore are required to submit a confirmation by the companys bank stating that all of the capital contributions have been paid in.

Where Prokuristen (authorized signatories) are appointed, their specimen signatures must likewise be filed with the Commercial Register court, together with a notarial certification.

Where a supervisory board is appointed during the formation phase (which, as a rule, is not necessary), the members of the supervisory board and the identity of the chairman and his deputy must be reported to the Commercial Register.

It is not necessary to furnish evidence to the Commercial Register court of the receipt of a trade license. However, if the business or company engages in banking business, it must obtain prior approval from the Austrian Financial Market Authority (FMA) and to submit this approval to the court at which the Commercial Register is located. The same applies where the formation of the business or company simultaneously entails a merger for competition law purposes; in such case, the non-objection notice by the competent competition authority must be submitted.

The application for registering a business or company must be accompanied by the following documents: declaration of establishment notarized; articles of association; a declaration (accompanied by a banker's confirmation) that the demanded amount of primary deposit, to be paid in cash, has been paid; evidence that the free disposability of the paid primary deposit by managing directors is not restricted by counterclaims; specimen signatures of the managing directors; and confirmation by the tax authorities that the capital transaction tax on the formation has been paid or is guaranteed. If the court has doubts about the company name, it may request an opinion from the Chamber of Commerce. A GmbH comes into legal existence upon registration in the commercial registry.

The following company information is inter alia listed and published in the commercial registry: corporate name, registered office and address, name and the date of birth of the companys representatives and shareholders, nominal capital.

The fixed application fee (court fee) amounts to EUR 30; individual service fees - depending on the information to be registered - apply, e.g. registration of a managing director amounts to EUR 27. Public notaries and lawyers are obliged to file any petition as well as related documents, deeds etc in electronic form; the application fee for physical or non-electronic applications will be raised to EUR 46. Please note, that the court fees do not apply if the requirements for the start up governmental aid (see Procedure 1) are met.

Business registration is now offered as a one-stop process by the Business Start-Up Service of the Austrian Federal Economic Chamber. In many cases this allows founders to register their businesses immediately after the start-up consultation, providing they have all the necessary documentation.

Electronic processing of business affairs online government service (Deutsch)

Required DocumentsEdit

Articles of association (in case of one-man foundation the declaration on the foundation of the company)
Notarized shareholders resolution on the appointment of the managing directors (shareholders may be appointed as managing directors already in the articles of association, but only for the duration of their shareholding)
Notarized specimen signature on behalf the company of the managing directors and any Prokuristen (persons holding a special commercial power of attorney)
To the extent provided for by law, corresponding governmental approvals (banking license )
Declaration on the calculation and payment of the company tax
The confirmation of an Austrian bank that the initial contributions have been paid in to the agreed amount in cash and that they are at the free disposal of the managing directors and are especially not limited by counterclaims.
Declaration of the managing directors on the payment of the initial contributions
Expert opinion of the local Economic Chamber on the admissibility of the wording of the company name (this is required in case of use of certain company name components)
Resolution of the shareholders in notarized form regarding the election of the supervisory board and resolution of the supervisory board regarding the election of a chairman and the deputy chairman (only be required if a supervisory board is established by law or optionally).

Office Locations & ContactsEdit

Federal Ministry for Economic Affairs and Labor
A-1010 Vienna, Stubenring 1
Tel: +43 (0)1 711 00 - 0
Fax: +43 (0)1 714 27 18
http://www.bmwa.gv.at

Federal Ministry for Justice
A-1070 Vienna, Museumstrae 7
Tel: +43 (0)1 521 52 - 0
Fax: +43 (0)1 521 52 2727
http://www.bmj.gv.at

Federal Ministry for Foreign Affairs
A-1010 Vienna, Ballhausplatz 2
Tel: +43 (0)1 531 15 - 0
Fax: +43 (0)1 535 45 30
http://www.bmaa.gv.at

Economic Chamber of Austria
A-1040 Vienna, Wiedner Hauptstrae 63
Tel: +43 (0)1 501 05 - 0
Fax: +43 (0)1 501 05 250
http://portal.wko.at

Austrian Business Agency
Federal Agency for Industrial Development and Commercial Advertising
A-1010 Vienna, Opernring 3
Tel: +43 (0)1 588 58 - 0
Fax: +43 (0)1 586 86 59
http://www.aba.gv.at

EligibilityEdit

Basically, a business can be established either as a sole proprietorship or as a company.

In sole proprietorships the proprietor raises the entire capital himself or herself, he or she manages the business himself or herself and bears the entire risk as well. That individual is liable with his or her private assets for paying any business debts. A sole proprietorship is usually established when the business activity is taken up; it does not have to be officially founded. A sole proprietor who holds a trade licence must be insured with the Social Insurance Institution for Trade and Industry (SVA).

When two or more individuals join to set up a business, this is considered a company. Various types of companies are possible, depending on the size of the business, the qualifications and intentions of the partners or shareholders with regard to trade law, the extent of the capital participation and assumption of risk, contribution to the businesss management, etc.

FeesEdit

EUR 30 registration fee for private limited companies + publication fee of EUR 40 for first 5 lines and EUR 6 for each additional line (assuming 35 total lines)

ValidityEdit

Explain the time until which the certificate/document is valid.
e.g. Birth Certificate Valid Forever

Documents to UseEdit

Business registration

Sample DocumentsEdit

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Processing TimeEdit

The registration process takes about 7 days

InstructionsEdit

The business or company must be registered with the relevant business authority (district authorities or magistrate).
The business must be entered in the commercial register.
The type of business activities undertaken must be registered with the tax authorities and an application for a tax ID number must be submitted (within the first four weeks).

Required InformationEdit

Company name
Legal form
Registered office and the business address relevant for deliveries
A short description of the branch of business
Day of conclusion of the articles of association (in case of Einmann-GmbHs [one-man GmbH] of the declaration of foundation)
Name and date of birth of the managing director as well as start and type of their power of representation
Name and date of birth of the chairman, the deputies and the other supervisory board members (if required or optional)
The amount of the share capital and the resolutions in this respect
Balance sheet day for the annual accounts
Details of a business license already granted

Need for the DocumentEdit

If a company is established in the legal form of an OG (general partnership) or a KG (limited partnership), a partnership agreement and an application for entry in the companies register are additionally required (extract from the companies register necessary for trade registration).

If a company is established in the legal form of a Ges.m.b.H. (limited liability company), a shareholder resolution on the appointment of the managing director(s) and the power of representation, as well as a bank confirmation of the deposit of the nominal capital into the companys account are also required.

In the case of a cooperative being established, the cooperative agreement (articles of association) is adopted at an inaugural meeting and a management board appointed (if necessary, a supervisory board as well). After the company has been legally established, an application for entry in the companies register must be filed (extract from the companies register necessary for trade registration).

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