Companies Register – entry of partnerships – OG, KG
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In general, these rules also apply to entrepreneurs from EU Member States in Austria.
To set up a general partnership (OG) or a limited partnership (KG), a memorandum of association is required from all partners; this can in principle be in any format, but a written memorandum is recommended.
There must be at least two partners involved in the company.
The partners are largely free to choose the content of the memorandum of association; the memorandum of association for a limited partnership must define who is a general partner (partner with unlimited liability) and who is a limited partner (partner with limited liability); the total liability amount and compulsory investment are also defined.
There are no specific deadlines to be observed. However, the company only comes into being upon entry in the Companies Register.
- The Regional CourtGerman text, within the jurisdiction of which the company has its head office
The application for entry in the companies register (registration) must be submitted to the competent court keeping the register.
The application must be compiled in hard copy format or using the Electronic Legal Transactions system (ERV) and prepared by all partners and certified by a court or notary.
The application must contain at least the following details:
- Company name
- Legal form
- Registered office (political district)
- Business address
- Business sector
- Date of conclusion of the memorandum of association
- Name, date of birth and correspondence address of the persons with power of agency.
- Start date and type of power of agency.
- Name, date of birth (companies register number) and correspondence address of partners with unlimited liability who do not have power of agency.
- Name, date of birth (and/or) companies register number) and correspondence address of all limited partners.
- For limited partners, the level of their total liability amounts.
- For partnerships in which no partner with unlimited liability is a natural person: Date of submission of the annual and consolidated accounts, as well as their reporting date if the submission of annual or consolidated accounts is a requirement.
The following documents must be attached to the application:
- specimen signature of the partners with power of agency, certified by a court or notary;
- where applicable, confirmation of compliance with the conditions of the Neugründungsförderungsgesetz (NeuFöG)
A form for the specimen signature can be downloaded from the Austrian Federal Chamber of Commerce start-up service website.
- filing fee: 34 Euro, or 52 Euro if the application is not submitted in the Electronic Legal Transactions(ERV) system
- for the registration of the company name: 8.80 Euro.
- for the registration of the registered office: 8.80 Euro.
- for the registration of the business address: 8.80 Euro.
- for each partner with unlimited liability: 42 Euro.
- for each limited partner: 29 Euro
The cost of certifying the signature must be added to this.
The Neugründungsförderungsgesetz (NeuFöG) exempts a legally defined group of new businesses from start-up fees.
Information as to whether the desired company wording can be entered in the companies register can be provided by the legal and commercial policy department of the Chamber of CommerceGerman text This information is not legally binding; ultimately, the decision is made by the competent court keeping the register. The competent court keeping the register will, however, only investigate whether the company name has already been assigned, while issues related to competition law are not the object of the check.
There is no expert information available.
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 Firmenbuchgesetz (FBG), 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
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