The Austrian private limited liability company (GmbH)
This is the most popular type of business in Austria, especially due to its flexibility. In order to set up a limited liability company in Austria, the minimum share capital of EUR 35,000 has to be provided and 50% of this sum has to be deposited in a bank account before company registration in Austria. No requirements regarding nationality or residency are made for shareholders, but their minimum contribution is EUR 7,000 each.
The Austrian stock corporation (AG)
One or more shareholders can establish this type of company in Austria provided that they have at least EUR 70,000 as an initial investment. A stock corporation in Austria must have a supervisory board with at least 3 members. The company is regarded as a legal entity, therefore it is liable for its obligations.
| Limited Liability Company
(LLC – Gesellschaft mit beschränkter Haftung) |
Stock Corporation
(SC – Aktiengesellschaft) |
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| 1. Capital | The minimum share capital of EUR 35,000, whereby EUR 17,500 have to be paid in
Foundation privilege available for the first ten years of existence: minimum share capital of EUR 10,000, whereby EUR 5,000 have to be paid in |
The minimum share capital of EUR 70,000, whereby EUR 35,000 have to be paid in |
| 2. Founder(s) | 1 shareholder is sufficient
Individuals or legal entities could be shareholders |
1 shareholder is sufficient
Individuals or legal entities could be shareholders |
| 3. Liability of shareholders/ partners | Liability of the shareholders is limited to their respective share capital contribution | The liability of the shareholders is limited to their respective shares |
| 4. Schedule | The establishment of an LLC takes 2-4 weeks. | The establishment of an SC takes 2-4 weeks. |
| 5. Costs | Incorporation fees: EUR 3,000 – EUR 5,000 (lawyer’s fees, notary’s fees).
Costs depend on whether the documents have to be drafted bilingual (e.g. German/ English). |
Incorporation fees: EUR 4,000 – EUR 6,000 (lawyer’s fees, notary’s fees). |
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6. Advantages |
Limited liability of the shareholders
Managing directors are bound to the instructions of the shareholder resolution |
None |
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7. Disadvantages |
The minimum share capital of EUR 35,000
The articles of association, as well as any share transfer agreement, have to be in the form of a notarial deed Exception: If an individual is a sole shareholder and simultaneously acts as managing director, no notarial deed is needed. |
The minimum share capital of EUR 70,000
Supervisory board mandatory Audit mandatory (cost factor) The executive board is not bound to the instructions of the general meeting |
| 8. Taxes | Profits of the LLC:
23% corporate income tax Dividends paid to shareholders: Capital gains tax: Generally: 27.5% (for individuals) or 25% (for legal entities) 0% for EU parent company 0% if a respective double taxation agreement is applicable |
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9. Commercial law* |
As soon as the LLC is registered with the Austrian companies registry it could be commercially active under the Austrian trade law;
An individual has to be appointed as managing director for trade law purposes. In the case of regulated trades, such managing director has to meet the respective qualification requirements. |
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The Austrian (general) partnership (OG)
At least two individuals or legal entities can join and form a partnership in Austria. It is also the case of the general partnership. All members in a general partnership have full liability and are regarded as general partners. However, at least one member must prove his competence in the field of activity that the company has. The proprietors are not only liable for their business assets but also for their personal assets. No minimum capital stock is required. The proprietors are not required to contribute any cash. Any of the proprietors can take on the management of the business. Partnerships are legalized once they are entered on the commercial register.
The Austrian limited partnership (KG)
This type of partnership can be set up by at least two individuals or legal entities as well. The partners represent the company in all matters. Its main characteristic is that at least one of the partners has to be a general partner, with full liability for the company’s management, rights, and obligations. At the same time, at least one partner has to have limited liability to the extent of his contribution.
| General Commercial Partnership
(OG – Offene Gesellschaft) |
Limited Commercial Partnership
(KG – Kommanditgesellschaft) |
|
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1. Capital |
► No minimum share capital ► In practice, the partners agree on a foundation capital. |
► No minimum share capital ► In practice, the partners agree on a foundation capital. |
|
2. Founder(s) |
► At least 2 partners ► Individuals or legal entities could be partners |
► At least 2 partners ► Individuals or legal entities could be partners |
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3. Liability of |
► Unlimited liability of all partners (including private property) |
► General partners: unlimited liability ► Limited partners: liability limited to contribution |
| shareholders/ | ||
| partners | ||
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4. Schedule |
► The establishment of a GCP takes 1-2 weeks. |
► The establishment of an LCP takes 1-2 weeks. |
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5. Costs |
► Incorporation fees: EUR 1,000 – EUR 2,000 (lawyer’s fees, no notary fees). |
► Incorporation fees: EUR 1,000 – EUR 2,000 (lawyer’s fees, no notary fees). |
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6. Advantages |
► No minimum share capital ► No formal requirements ► Statutes don’t have to be publicly disclosed |
► No minimum share capital ► No formal requirements ► Statutes don’t have to be publicly disclosed ► Limited liability of the limited partners |
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7. |
► Unlimited liability of all partners |
► Unlimited liability of general partners |
| Disadvantages | ||
| +
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Profits at the level of the GCP: ► GCP is no subject to taxation, the profit is directly attributed to the partners ► Taxation of partners with progressive income tax rates up to 55% (for individuals) or a flat rate of 25% corporate income tax (for legal entities) Withdrawals by partners: ► No additional tax ► Profit is fully taxed at the partner level in the year in which it arises |
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9. Commercial |
► As soon as the GCP is registered with the ► See GCP. Austrian companies registry it could be commercially active under the Austrian trade law; ► An individual has to be appointed as managing director for trade law purposes. In the case of regulated trades, a managing director has to be a partner (no third person) who meets the respective qualification requirements. |
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| law* | ||
* In general a trade license is required for being commercially active in Austria. Activity is carried out commercially if it is carried out independently, regularly and to generate profit. The requirements of trade licenses depend on the respective trade category:
(i) unregulated trade: may be registered and practiced without any further certificates of qualification if the general requirements are met; (ii) regulated trade: a certain certificate on the required professional and commercial/legal knowledge, skills and experience is required. One could only carry out regulated trades, once the trade authority issued a respective trade license.
- The LLC is the most common legal form in Austria due to the limited liability of the shareholders.
- The SC is the rarest legal form in Austria due to the costs associated with it. In view cases, the establishment of an SC is legally required – e.g. for listed companies, insurance companies.
- Regarding the GCP and LCP, the latter is the most common, because liability is limited, at least for the limited partners.
Other types of Austrian companies:
The Austrian silent partnership (stGes)
Silent partnerships in Austria mean that one member is the proprietor with full liability, while the other partners who signed the agreement are silent and, as a consequence, do not take part in the management of the company. It is important to know that registration of silent partnerships with the Austrian Trade Register is not compulsory.
The civil law partnership (GesnbR)
This type of partnership is not considered a legal entity. For that matter, it is only recommended for individuals or corporations that want to be part of a project only for a limited amount of time. The incorporation procedure is the simplest.
The sole proprietorship in Austria
The simplest business form which can be established in Austria is the sole trader. This can be created by one person. Foreign citizens can open sole traders in Austria only after obtaining a residence permit. They will also be personally liable for the business’s debts and obligations, which is why this type of structure is seldom employed in Austria. The sole trader is most suitable for professional activities, such as accounting and medical ones.
Foreign companies operating in Austria
Foreign companies have three options when setting up their business presence in Austria: the subsidiary, the branch office, and the representative or liaison office.
- The subsidiary is an independent business form of the foreign company which can undertake various types of activities in Austria. It can also complete activities outside the scope of the foreign company. The subsidiary can be created as a limited liability company in Austria.
- The branch office, on the other hand, is an extension of a foreign company in Austria which means it cannot complete other activities than those of the parent company. Also, from a taxation point of view, the branch office will be taxed only on the income earned in Austria.
- The representative office is not a legal entity, as it cannot undertake commercial activities in Austria. Foreign companies usually establish liaison offices with the purpose of prospecting the market before opening one of the types of companies mentioned above.
Documents required to open a company in Austria
Apart from the sole proprietorship and the representative office, all the other types of companies will need to prepare the following documents for operating in Austria:
- the Austrian’s company incorporation documents which must be notarized before submission with the Trade Register;
- the legal address for the company, the address can be in any business center in Austrian cities;
- the personal information – identification papers – of the shareholders and directors;
- the declaration through which the directors are appointed and their consent to taking their role;
- the company name reservation form which is issued by the Austrian Trade Register