General information and liability
Stock corporations (Aktiengesellschaften) are incorporated under private law. They are legal entities in their own rights, and their share capital is in the form of shares. Stock corporations are held liable via their company assets. Shareholders are legally obliged to invest in the company in accordance with their pledges. The company's statutes may also include additional obligations for shareholders. Shareholders are not held personally liable for the company's liabilities. The executive bodies of a stock corporation include the General Meeting (which is attended by the shareholders) the Executive Board and the Supervisory Board, which must consist of a minimum of three members.
A stock corporation is deemed to have been established at the point at which it is entered into the companies register [Firmenbuch]. Once it has been entered into the register, it becomes a legal entity.
If a stock corporation is listed on the stock market, its register entry must state the fact that it is listed, as well as providing details of the company's internet address.
The right to trade under trade law
In order to obtain the right to trade legally, stock corporations must register their trade with the relevant Business Authority [Gewerbebehörde]. Once obtained, the right to trade is held by the stock corporation as a legal entity. The Executive Board must nominate a manager pursuant to trade law to the business authority. If the company is engaged in a regulated trade, the nominated individual must also be able to provide the evidence of qualifications.
The name of the company must serve to identify the business and be sufficiently distinctive. It must also incorporate the term "Aktiengesellschaft" to show that it is a stock corporation. This designation can also appear in abbreviated form as "AG".
The Tax Authority Austria (→ BMF)German textmust be notified of the start and location of the business within a month.
Brief, informal notice to the Tax Authority Austria (→ BMF)German text is sufficient. No fees or charges are payable.
If the company is going to be profitable in the tax year, a tax reference can be requested when giving notice. The tax reference must be quoted in all contact or correspondence with the tax office. Companies wishing to conduct business within the EU internal market can apply for a VAT identification number at the same time as they make their initial application.
The tax office will then send the business start-up form, which must be completed and returned by the company.
A tax account is set up under the company's tax number and company name; all VAT, income tax and wage-related tax payments are credited to, and debited from, this account. The tax office issues statements for the tax account which show back payments, pre-payments or credits.
Stock corporations are subject to corporation tax [Körperschaftssteuer] at a rate of 25 per cent, payable on taxable income (profits). The minimum annual tax payable, which must be paid on a quarterly basis, amounts to 5 per cent of the statutory minimum capital for a stock corporation, currently 70,000 Euro. Accordingly, the minimum tax payable per calendar year is 3,500 Euro.
Distributed profits (dividends) paid to shareholders (where these shareholders are natural persons) are subject to capital gains tax [Kapitalertragsteuer] (→ BMF) at a rate of 27.5 per cent with final taxation effect (or they can optionally be assessed at the general rate). This provision also applies to profit from the sale of shares.
Social security and insurance
The board members of stock corporations are insured by the Österreichischen Gesundheitskasse (→ ÖGK) according to the ASVG, for medical treatment, pensions and accidents at work.
Stock corporations must have a minimum nominal share capital of 70,000 Euro. Shares may be issued as nominal-value shares or as non-par value-shares. However, companies cannot issue both types of shares in parallel. Nominal value shares must be valued at at least 1 Euro, or in multiples of 1 Euro.
A further distinction is made between registered and unregistered shares. Since 1 August 2011, stock corporations that are not listed on the stock market are required to issue registered shares. In turn, this requirement means that the company must maintain a register of shareholders (known in German as an Aktienbuch). Only shareholders whose details are entered in the register of shareholders will be recognised as shareholders in the company.
Listed companies and companies whose shares are to be traded on a stock market for the first time are also entitled to choose whether to issue registered or unregistered shares. Unregistered shares must be documented by means of a collective certificate.
Stock companies must hold a General Meeting within the first eight months of their business year. Ordinary general meetings must be called no later than the 28th day prior to the date of the meeting. If an additional (extraordinary) general meeting is to take place, it must be called on the 21st day prior to the date of the meeting. Further details of the legal requirements for general meetings can be found in the Aktiengesetz.
European Company (Societas Europaea– SE)
The European Company (SE) is a special form of stock corporation established on the basis of European Union legislation – specifically, the SE-Regulation. As a complement to the EU Regulation, Austria has also adopted its own SE-Gesetz (SEG). Under this Austrian legislation, the rules for SEs based in Austria are identical to those for Austrian stock corporations, unless otherwise provided by the SE Regulation or the SEG.
There are a number of differences in the regulations governing SEs as opposed to stock corporations. For example, SEs must have a minimum capital of 120,000 Euro, compared to 70,000 Euro for a stock corporation. The minimum tax payable in a calendar year, which must be paid on a quarterly basis, amounts to 5 per cent of the statutory minimum capital of 120,000 Euro, meaning it is currently 6,000 Euro. In addition, SEs can choose whether to structure themselves along the lines of an Austrian stock corporation, with its dual system of an executive board and a supervisory board, or to use the Anglo-Saxon, single-tier model, in which a single board of directors is responsible for the company's affairs.
However, SEs can only be established where there are already corporations in multiple EU or EEA member states for which the SE is intended to function as an instrument to help them intensify their cross-border activities (e.g. when multiple companies merge to form one SE, or if a joint holding SE is set up for multiple companies).
- Aktiengesetz (AktG)
- Unternehmensgesetzbuch (UGB)
- Societas Europaea-Gesetz (SEG)
- Körperschaftsteuergesetz (KStG)
- Allgemeines Sozialversicherungsgesetz (ASVG)
- Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE)
- Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees
- Federal Ministry of Justice
- Federal Ministry of Finance