Companies Register – entry of capital companies – GmbH, AG

General Information

Caution

In general, these rules also apply to entrepreneurs from EU Member States in Austria.

Capital companies include:

Caution

Founding a joint stock company is very complex; the requirements for such a company to be registered in the companies register are therefore not described here. It is recommended that a notary or an attorney should be contacted.

The details below therefore apply only for the limited companyGerman text (GmbH).

Please note

Since 1 January 2018, single-member limited companies can be founded electronicallyGerman text via the Austrian Enterprise Service Portal [USP].

A GmbH comes into being when it is entered in the Companies Register. The entry can only be made based on an application that needs to be signed by all managing directors; the signatures of the managing directors on the companies register entry must be notarised.

The memorandum of association of a limited company, which needs to be in the form of a notarial deed, can since 1 January 2019 subject to technical prerequisites also be compiled in the form of an electronic notarial deed using an electronic communication option.

The companies register entry must be published.

If the facts entered in the companies register change, the competent court keeping the register must be informed. This also includes:

  • any amendment to the memorandum of associationGerman text
  • any new appointment of a managing director
  • any reduction and increase in the initial capital stock (the decision must be notarised)
  • the removal or amendment of the power of agency of managing directors
  • the granting (and removal) of power of attorneyGerman text
  • any change in the address used for correspondence
  • the transfer of part of the business
  • change of the company name
  • change of the capital contribution
  • change of payments invested by a partner.

Enterprises Affected

Limited companyGerman text (GmbH)

Requirements

For a GmbH to be entered in the companies register a memorandum of association must have been concluded and managing directors and, if applicable, the supervisory board must have been appointed. If the company is being set up by only one person, then instead of a memorandum of association, a declaration on the founding of the company must be provided.

The initial capital stock must have been properly raised and paid in.

For a GmbH, the initial capital stock must be at least 35 000 Euro, of which a total of 17 500 Euro cash must be paid in, unless 'founding privilege' is claimed. The fees for notaries and attorneys are added to the initial capital stock level.

In addition, there is an especially favourable rate to encourage certain types of newly founded companies (single-person companies that meet certain prerequisites), which do not require many checks and investigations.

Depending on the individual case, other prerequisites may also need to be met before the GmbH can be entered in the companies register. For example, an official approval in accordance with certain professional laws may need to be submitted.

Deadlines

There are no specific deadlines to be observed. However, the GmbH only comes into being upon entry in the Companies Register.

Competent authority

Procedure

The application for entry in the companies register (registration) must contain at least the following information:

  • Company name
  • Legal form
  • Registered office (political district)
  • Business address
  • Short name of the business sector
  • Date of conclusion of the memorandum of associationGerman text
  • Forename, surname, date of birth and address of the partners, their companies register number, if applicable, their address (for natural persons), the amounts of the contributions accepted and made by them and, if applicable, their capital contribution subject to founding privilege.
  • Level of initial capital stock.
  • Forename, surname, date of birth and address of the managing directors, as well as the type and start date of their power of agency.
  • Where applicable – if appointed – forename, surname and date of birth of the supervisory board members and their function.
  • Declaration from the managing directors that the initial capital stock has been raised appropriately.
  • If applicable, the claim of founding privilege.

Certification of signature authenticity (or authenticity of the electronic signature) by the notary may also be provided in exceptional cases when a party is absent.

Required documents

The application must be compiled in hard copy format or using the Electronic Legal Transactions systemGerman text and prepared by all partners and certified by a court or notary.

The following documents must be attached to the application:

  • memorandum of associationGerman text, notarised;
  • certificate of good standingGerman text for taxes;
  • proof of payment and free availability of capital contributions (principally in the form of confirmation from a bank);
  • if applicable (in the case of certain types of formation by subscription in specie), the foundation and review report(s);
  • where applicable – if managing directors are appointed outside the memorandum of associationGerman text – proof of their appointment (by all partners) in certified form;
  • sample signature declaration for all managing directorsGerman text, certified by a court or notary;
  • where applicable – if appointed – proof of appointment of the supervisory board (by all partners) in certified form;
  • where applicable, confirmation from the competent chamber of commerce of compliance with the conditions of the New Business Support Act (Neugründungsförderungsgesetz, NeuFöG);

any required approvals from the authorities, especially in accordance with certain professional laws).

Please note

Information on self-employed activitiesGerman text can be found on the website of the relevant chamber or the relevant professional body.

Costs and fees

  • filing fee: 36 Euro, or 55 Euro, if the application is not submitted in the Electronic Legal Transactions (ERV) system.
  • filing fee for joint stock company and European company: 162 Euro, or 181 Euro if the application is not submitted in the Electronic Legal Transactions (ERV) system.
  • for the registration of the company name: 9.40 Euro.
  • for the registration of the registered office: 9.40 Euro.
  • for the registration of the business address: 9.40 Euro.
  • for the registration of the level of initial capital stock: 171 Euro.
  • for the registration of the memorandum of associationGerman text: 114 Euro.
  • for each managing director: 31 Euro.
  • for each partner 22 Euro.
  • for each supervisory board member: 54 Euro.
  • for each authorised officer: 27 Euro.

The cost of certifying the signature must be added to this.

The New Business Support Act (Neugründungsförderungsgesetz, NeuFöG) exempts a legally defined group of new businesses from start-up fees.

Caution

For a GmbH, the initial capital stock must be at least 35 000 Euro, of which a total of 17 500 Euro cash must be paid in, unless 'founding privilege' is claimed. The fees for notaries and attorneys are added to the initial capital stock level.

Further information

The memorandum of associationGerman text for a GmbH must be drawn up as a notarial deedGerman text (exception: declaration of establishment of a GmbH founded in a simplified process in accordance with Article 9a of the Austrian Limited Liability Companies Act (GmbHG). It is therefore recommended that advice be sought from a notary or an attorney before founding a GmbH.

Further links

Legal bases

Expert Information

No expert information is available.

Link to form

Companies register – simplified submission of changesGerman text

This form can only be used for registrations in the companies register process which do not have to be certified and can therefore be submitted by the companies themselves.

Authentication and signature

Companies register inputs can be entered electronically Thus, among other things, this can be used to submit electronically simplified applications in the companies register procedure under Article 11 of the Companies Register Act, which do not have to be certified and can therefore be submitted by the companies themselves. Although these are called ‘applications’ they are applications to make changes.

This includes changes to the business address, the business sector and the personal data of natural persons or Austrian or foreign legal entities. It also includes the registration or removal of partners in a private limited company, the capital contribution or the registration or removal of a member of the supervisory board.

Authentication with the Citizen Card is required to use the form companies register – simplified submission of changes (→ BMJ)German text

Means of redress or appeal

None

Assistance and problem-solving services

None

Translated by the European Commission
Last update: 1 May 2021

Responsible for the content: Federal Ministry of Justice

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