Austria Company Formation - Gesellschaft mit beschränkter Haftung (GmbH)
There is no requirement for the directors or shareholders to be Austrian nationals. Austrian GmbH is the most convenient form of incorporation in this jurisdiction and most foreign owned businesses in Austria operate as a GmbH.
Austrian Company Name
We check that your Austrian company name is acceptable and is not already incorporated with the Austria Business Registry.
- The name of the company must end with GmbH to denote limited liability
- A company name check can be carried out free of charge to see if a required name has already been registered
- We can then reserve your GmbH company name for up to ten days
The share capital needs to be paid into an Austrian bank account, dedicated to the GmbH. The bank issues a certificate showing the share capital was paid in; this needs to be presented to the commercial register in order to complete the incorporation.
There are no share certificates in an Austrian company, so a valid transfer of the ownership of shares is via an assignment before a notary.
- The minimum share capital of a GmbH is €35,000
- €17,500 of the total share capital must be paid up before registration
- There are no share certificates in an Austrian company
- Directors may be of any nationality
- Only one director is required
- Directors can be non-resident
- Shareholders may be of any nationality
- Only one shareholder is required and this can be the same person as the director
- Shareholders can be non-resident
To start the incorporation of your Austrian company we initially only require the proposed company name, details of the company directors, shareholders and the proposed activities.
We provide you with full expert assistance throughout every step of the company formation process.
All Austrian GmbH's must have a registered office which must be a physical address in Austria.
Incorporating your Company
We prepare the registration application along with the following documents:
- Articles of Association
- Notarised declaration of establishment
- A declaration and bankers confirmation of minimum cash requirement has been deposited
- Signatures of the managing directors, and confirmation by the tax authorities that the formation tax for capital transaction has been paid
A trade license from the trade authority (Bezirksverwaltungsbehörde) is obtained, we then submit a form to the tax authority along with the following documents:
- Articles of Association
- Opening balance sheet
- An excerpt of the companies register of the company
- A ID-card of a managing director
- Signatures of the representatives
The company statutes must contain the corporate name and registered office of the company, objects of the business and the amount of share capital (Stammkapital) and share interests (Stammeinlagen) of the shareholders.
Austria Company Formation package
The company becomes a legal entity when it is entered in the business register (Firmenbuch) kept by the local commercial court (Handelsgericht). Our Austrian company formation package includes all duties, taxes and professional fees, including the following:
- Reserving your Company Name
- Obtain the confirmation from the Economic Chamber that the start-up company is really a new enterprise
- Registration at the local court (Handelsgericht) and Publish an announcement of formation in the Wiener Zeitung
- A capital transfer tax (Gesellschaftssteuer) equivalent to 1% of the share capital (Stammkapital) must be paid for setting-up the GmbH.
- The commercial court charges a fee when entering the new GmbH in the business register.
- Production of the notarial deed (Notariatsakt) and publication of the GmbH-registration.
- Register trade (Gewerbeanmeldung) with the trade authority (Bezirksverwaltunsbehoerde)
- Liaise with the local registrar and relevant authorities
- Structuring the company as per your requirements
- Prepare your Company Registration Forms
- Drafting the Articles of Association / Statutes
- An announcement in the official Austrian newspaper - Wiener Zeitung
- Notarial Work: Presentation of Documents
- Registering Deeds with the Ministry of Justice
- Presentation of Deed to the Local Commercial Court
- Appoint the Directors
- Minutes appointing first Directors
- Preparation of the first minutes of Board Meeting
- Initial Government licence fee payable on incorporation
- Certificate of Incorporation
- Issue of shares and production of Share Certificates
- All documents and certificates supplied in a professional folder
- Delivery of documents by FedEx / DHL courier
To incorporate an Austrian company we initially only require:
- Proposed Company Name
- Brief Description of Company Activities
- Shareholders Details
- Company Directors Details
- Austria Registered Office Address
- Memorandum of Association and Articles of Association - which we draft for you
Company Incorporation Documents
Once incorporated we provide a set of corporate documents for your Austrian company which, includes the Certificate of Incorporation, Memorandum of Association the Articles of Association, first minutes and share certificates. Copies of the company incorporation documents are sent via email and the originals from the companies registry are sent to you in a corporate folder.