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Removal from the companies register

General Information

Companies and other entities entered in the companies register, as well as Austrian branch offices of foreign entities, must have themselves removed from the companies register when they cease to trade. 

Enterprises Affected

Especially companies that cease to trade. 

Requirements

Ceasing to trade. 

Deadline

Changes to the information registered in the companies register must be reported immediately. 

Competent Authority

The competent regional court (→ BMJ)German text of the place where the business has its registered office. 

Procedure

There are two steps as detailed below to closing a company: 

Winding up 

  • A reason for winding up must be provided: An entity is wound up based on a decision taken by the partners (decision of the general shareholders' meeting in the case of a public limited company (AG); however, it can also be wound up on legal grounds (e.g. in case of insolvency). In the case of winding up by resolution of the partners in a limited liability company [GmbH] (decision of the general shareholders' meeting in the case of a public limited company [AG]), the decision to wind up the company must be made in the general shareholders' meeting, at which point the company enters the liquidation/winding-up stage. 

Liquidation for a GmbH/winding up for an AG 

  • The company changes its purpose and changes into a winding-up company. Liquidation is defined as the winding up of businesses with the goal of an orderly economic wind-down and deletion from the companies register after winding up, provided that an insolvency proceeding is not opened with regard to the company’s assets. The decision to wind up the company must be reported to the companies register. Liquidation is not a substitute for insolvency proceedings in the event of a business having excess debt or illiquidity. 
     
  • Generally, liquidators are appointed by: 
    • Resolution of the partners (in the case of an AG, by resolution of the general shareholders' meeting) 
    • The memorandum of association (the statutes in the case of an AG
       
  • Otherwise, liquidation (winding up in the case of an AG) is performed by the following persons: 
    • by all partners of a partnership; 
    • by the directors of a private limited company; 
    • by the members of the board of a public limited company. 

Full closure and removal from the register 

  • The final closure of the company must also be reported to the companies register along with the name of the person appointed to keep the books and records. 

The winding up of the company in bankruptcy proceedings is registered officially in the companies register. The company must then be liquidated, in other words its assets must be distributed. 

Please note

Under the Firmenbuchgesetz (Companies Register Act), fines of up to 3,600 Euro are imposed on those who fail to comply with their reporting obligations. The fine may be up to 3,600 Euro. Failure to comply with the reporting obligation within two months of date on which the decision to impose the fine takes legal effect may result in further fines of up to 3,600 Euro.

If the representatives of a corporation still fail to comply with their reporting obligations after the imposition of a second fine, the fine will increase to up to 10,800 Euro for a medium-sized corporation and up to 21,600 Euro for a large corporation. 

Partnerships (general partnerships and limited partnerships) 

The dissolution of a 

is reported to the companies register by all of the partners. The liquidators must report the end of liquidation and their signatures on the companies register submissions must be certified. (The partners also continue to be liable to the creditors.) 

When they have ceased to trade, partnerships can also be removed from the companies register without liquidation, if the partners have agreed on a method of dividing the assets and explain it in the application, indicating how the assets have been distributed. 

Corporations (private and public limited companies) 

Private limited company (GmbH)

Dissolution as a result of bankruptcy: 

Private limited companies are dissolved on the opening of bankruptcy proceedings and when a petition for bankruptcy is rejected due to lack of assets to cover the cost. The bankruptcy court informs the companies register, which must register the dissolution. 

Dissolution by resolution of the shareholders: 

The minutes of the general meeting of shareholders in which the resolution to dissolve and liquidate the company was passed must be certified by a notary. The indicator '... in liquidation' is added to the company name. 

The directors act as liquidators unless one or more other persons are appointed as liquidators under the articles of association or by resolution of the shareholders. The names of the liquidators must be registered in the companies register. A notice to creditors must then be published in the official gazette of the Wiener ZeitungGerman text and in any other publications specified in the articles of association. 

The notice invites the company's creditors to report to the liquidator. Known creditors must be informed immediately. 

The dissolved company cannot be removed from the companies register until three months after publication of the notice to creditors. 

The evidence of publication must be presented to the court keeping the companies register with the final petition. 

The liquidators must prepare an opening balance sheet at the start of liquidation. After realising the assets and satisfying the claims of creditors, a closing balance sheet must be prepared and presented to the competent tax office. If there are no tax-related issues with removal from the register, a clearance certificate will be issued by the office of the tax inspector responsible for collecting corporate taxes; this must be submitted for the company to be removed from the companies register

Public limited company (AG)

 A public limited company is also closed by winding up. The board is replaced by liquidators who are appointed by the general meeting of shareholders. If the meeting of shareholders does not pass a resolution to this effect and there are no provisions for liquidators in the statutes, the members of the board act as liquidators. A clearance certificate must also be presented to the companies register to remove the company. 

The assets cannot be distributed to the shareholders until a year after the notice to creditors has been published three times in the official gazette of the Wiener ZeitungGerman text.

The people charged with winding up the company must report the completion of the process to the companies register. 

Documents Required

Written application with certified signature, which must among other things include the reason for the removal. 

Expenses

Submission fee per tariff item 10 (I) (a) of the Gerichtsgebührengesetz (Austrian Court Proceedings Act):  The level of submission fees when removing a legal entity from the companies register depends on the type of legal entity and ranges from 18 Euro for sole proprietors to 206 Euro for private foundations or European Economic Interest Grouping (EEIG). If the submission and all certifications are not sent using the electronic legal mail system, the submission fee is 18 Euro higher. 
The cost of certifying the signature must be added to this. 

Additional Information

Your lawyer, tax advisor or accountant can provide further information. 

Further links 

Legal Basis

Expert Information

There is no expert information available.

To Form

There is no form available. 

Authentication and Signature

Not applicable

Remedies

Caution

The Companies Register Court can remove a corporation (GmbH or AG), a cooperative, or a private foundation on its own initiative if there are no assets. However, only the Chamber of Commerce (or other bodies legally empowered to represent interests or, for cooperatives, the competent auditors’ association) and the tax office are authorised to request the initiation of the process of removal due to a lack of assets. The shareholders or directors are not entitled to demand the initiation of a procedure of this type and have no right of appeal against a refusal by the court. 

Auxiliary and Problemsolving Services

There are no assistance or problem-solving services available. 

Translated by the European Commission
last update: 12 November 2020

responsible for content: Federal Ministry of Justice

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