Depending on the specifics of the proposed activity, the most common forms of established forms of business activities in Austria are:
- Einzelunternehmer - entrepreneur
- Offene Handelsgesellschaft (OHG) - a partnership with unlimited liability;
- Offene Erwerbsgesellschaft (OEG) - a partnership with unlimited liability;
- Kommanditgesellschaft (KG) - a limited liability partnership
- Kommanditerwerbsgesellschaft (KEG) - a limited liability partnership
- Gesellschaft mit beschrankter Haftung (GmbH) - a closed society with limited liability;
- Aktiengesellschaft (AG) - Open Joint Stock Company;
- Zweigniederlassungen - a branch of a foreign company
- Societas Europaea (SE) - The European Company
Einzelunternehmer - private entrepreneur has unlimited liability and fully liable for the debts and oyazatelstvam their business. Usually, the private entrepreneur is not registered in the commercial register of Austria, but depending on the volume of financial transactions, the law may require such employer to register or even change the shape of the corporate.
Registration formalities associated with all types of partnerships OHG, OEG, KG and KEGpredpolagayut partners signing the memorandum of association which is registered in the commercial register of the local branch of the court. Obtaining all necessary permits to foreigners in the partnerships in Austria due to the passage of a number of instances in the process of registration and the practice shows that the receipt, for example, approval of foreign business executives, or partners - managers in the Austrian department of employment and sometimes delayed due to bureaucratic delays.
No fundamental difference between limited partnership and general partnership is not, except that:
partnership with unlimited liability (Offene Handelsgesellschaft - OHG and Offene Erwerbsgesellschaft - OEG) requires two or more equal partners (individuals and / or legal entities, residents and / or non-Austrian), which are individually unlimited liability for debts and obligations of partnership in Austria .
a limited liability partnership (Kommanditgesellschaft - KG and Kommanditerwerbsgesellschaft - KEG) implies the existence of at least one general partner with unlimited responsibility and at least one partner with limited liability, which has limited liability for debts and obligations of partnership in Austria only in the a certain amount between partners. General Partner, in turn, may be a limited liability company. All partners can be physical and / or legal entities, residents and / or non-residents of Austria.
No fundamental difference between the forms of OHG and OEG in partnerships with unlimited liability, as well as between the forms of KG and KEG in partnership with limited liability no. If the partnership is certainly not produced by a number of matches in Austria criteria (for example, will have an annual turnover of less than € 400 000, or the alleged activity is not directly connected with trade, production or delivery of professional services such as legal services or meditsinckie) then partnership with unlimited liability would be recorded in the form of OEG, a limited liability partnership is registered in the form of KEG.
Partnerships themselves are not subject to taxation in Austria, and only the members of the Partnership shall pay taxes in proportion to the shares of its participation in the partnership and, if the members are residents of Austria, the Austrian and the taxes they therefore do not pay.
At the same time, it must be remembered that if economic activity is organized by the Partnership will be the center of its management and administration of Austria, in practice, in Austria, there will be a constant presence, which will lead to the taxation of partners in terms of income earned in Austria.
If the partnership is the actual activity in Austria, it must have in their control, at least one resident of Austria (he / she can also be a citizen of one of the neighboring countries of Austria) to get your name on any formal permit or license, depending on on the specifics of the alleged activities of the partnership.
Obtaining a license applies to the 82-m activities that are maintained without a license in Austria is prohibited, for example, maintaining insurance, banking and financial activities regulated by the Law on Banks in Austria. This is a fairly lengthy process and will be linked with the confirmation of professional correspondence, checking criminal records, obtaining letters of recommendation to the manager in whose name the license is sought, etc. This manager must also be registered in Austria with a view to social insurance and must hold at least half of his time managing the partnership in Austria. Thus, for example, a British citizen may not be qualified under the laws of Austria, as the manager of the partnership.
However, if the partnership does not conduct actual activities in Austria, it is not required to have in their control resident of Austria is not obliged to receive in his name or any formal permission or license to do business in Austria.
Also, if the partnership does not conduct business activities in Austria, the law does not require strict corporate accounting and auditing delivery of financial statements in Austria. Partnership report on gains and losses in a very simplified form, which significantly saves their content.
The partnership may have to register and trademarks in Austria for its products and services.
After registration in the commercial register partnership can very easily get the number of VAT and trade with any country in Europe without any restrictions or complications of export-import trading schemes.
Gesellschaft mit beschrankter Haftung (GmbH) - Closed Limited Liability Company, having the following characteristics:
- The total capital must be signed by the shareholders (at least 35 000 euros) and half the capital must be paid at time of registration cash contribution.
- If payment of the second half of the capital is in the form of non-monetary assets, such assets should be assessed by an independent expert in Austria.
- Memorandum of Association of the company is registered as a notary in Austria in the presence of the founders or their proxies.
- The company's shares can only be registered.
- Shareholders, in principle, be free to transfer its shares to third persons with the appropriate notary, but the articles of incorporation may include provision as the need for a decision of general meeting of shareholders.
- All shareholders are limited to the liability limits of its stake in the company.
- There's no limit to the number of shareholders who may be individuals and legal entities, residents and non-residents of Austria (at least - a shareholder).
- Management company may be as sole director and board of directors.
GmbH may conduct any legal activity, except banking, insurance, reinsurance, political and trade union.
The company must have a registered office in Austria, for which at the time of registration is permitted to use the office address of the lawyer or notary. Starting commercial operations, the company needs to get really active office, where the Austrian authorities could send information, orders and other documents.
By analogy with the partnerships, for doing business in Austria GmbH company may require a license (gewerbeschein), such as trade, transport, or to open a restaurant, etc. that can be purchased on behalf of the company's only resident in Austria or the European Community (EC). Thus an individual may be a managing director or employee who works 20 hours per week. Upon receipt of the license is not excluded, will have to prove professional competence of staff by donating a qualifying exam, or substantially confirm the presence of sufficient relevant experience.
In some cases where, for example, the share capital GmbH exceeds 70 000 euros and the company has more than 50 shareholders or an investment, a company must create a supervisory board to monitor the activities of directors, even if the memorandum of association and it was not originally intended.
Aktiengesellschaft (AG) - Open Joint Stock Company with the following characteristics:
- The total capital must be signed by the shareholders (at least 70 000 euros) and half the capital must be paid at time of registration cash contribution.
- If payment of the second half of the capital is in the form of non-monetary assets, such assets should be assessed by an independent expert in Austria.
- Memorandum of Association of the company is registered as a notary in Austria in the presence of the founders or their proxies.
- The company's shares may be in any form.
- Shareholders are free to transfer its shares to third parties without appropriate notarial certification.
- All shareholders are limited to the liability limits of its stake in the company.
- There's no limit to the number of shareholders who may be individuals and legal entities, residents and non-residents of Austria (minimum - two of the shareholder, but may be one, if he holds shares of other shareholders in the trust).
- Management company may be as sole director and board of directors.
- The Company is obliged to form a supervisory board to monitor the activities of the Board.
- The company's shareholders have the right to appoint and dismiss directors at any time. As well as the imposition of any restrictions on the rights of directors.
- The annual general meeting should be recorded by a notary.
If we talk about registration and future management, the more troublesome AG and consequently more expensive to service company.
Zweigniederlassungen - a branch of a foreign company in Austria - it is economically and geographically separate unit of a foreign legal entity in Austria.
The branch is not independent of the parent company a legal entity, but its activity must be organized in such a way as to provide further independent existence. He founded his estate is vested the legal entity and operates under the provisions of the approved them. At the head of the company decide on the appointment of the head of the branch, which acts on the company issued warrant.
The name of the Austrian branch should match the name of the parent company. Additionally, you can use the words "department, Austria» (branch, Austria).
Branches of foreign firms, like any other Austrian company relies to have a license, which permitted only a permanent resident of the Austrian representative of a foreign company. If a foreign company registered in one EU country, you need to designate a representative of the Austrian branch of it - no. For the translation of any funds from the parent firm at the expense of the branch pay a fee of 1%.
Societas Europaea (SE) - a new type of companies, which in October 8th, 2004 legalized the registration in the European Union under Council Regulation (EC) No 2157/2001.
This type of company is no longer subject to national regulations of individual countries - EU Member States, and subject to regulation at European level.
One of the qualitative differences, which have these companies is that the SE - Societas Europaea can move its registered office in Europe without liquidation of the company at the previous place of registration. For comparison, any other form of business in Europe can not move its registered office in another country in Europe without the need to properly liquidate their business in the country of the former registration.
It should be borne in mind that individuals can not be founders of such companies, but may be their shareholders.
SE - Societas Europaea can be arranged as:
- Holding SE
- As a subsidiary of SE
- The merger
- As a result of conversion
From a practical point of view, this new type of companies interested in the fact that any offshore company which, for example, is involved in privatizing enterprises and which, for political or economic reasons to change the domicile without liquidation at the same address and maintaining succession, can be transformed into a new Austrian company without a liquidation of the Seychelles, Panama, or, for example, British Virgin Islands.
Some administrative formalities
Membership in the Chamber of Commerce (CCI) of Austria is compulsory for all Austrian companies.
On registration of all Austrian companies published in the press. In addition, each interested person is entitled to receive registered in the commercial register of public information about companies.
In the commercial register are also subject to entry of any changes to previously submitted information, which also must be notarized.
To conduct an annual meeting of Austrian companies outside Austria, the consent of all shareholders.
All companies are required to keep records and report annually to take, in some cases to be prepared by the auditor.
Some aspects of corporate taxation
Registered in Austria, a company must pay taxes on their worldwide income. In the taxable income of affiliates and include Austrian companies in foreign countries.
The criterion for determining a taxpayer in Austria are tests in place of registered office (which is written in the Memorandum) and the place where control is exercised over the activities of the directors of the company.
All resident companies in Austria, as well as foreign firms in the country having a branch or permanent establishment shall be payers of income tax (korperschaftsteuer) at a rate of 34%.
The tax system in Austria operates on three levels - federal, state and community / municipality. From other taxes - a total of about 100 in Austria - mention of the tax paid on capital (1%) tax on dividends (25%) and contributions to social security (about 20% of payroll).
In general, the situation with the taxation of dividends in Austria. With dividends paid by an Austrian company holding tax return of 25%, if this does not come into force, for the avoidance of taxation between Austria and the country in which the recipient of the dividends. Dividends received by an Austrian company, are included in taxable income and taxed at normal corporate tax rate of 34%.
Sometimes, to avoid the return of the tax, the company in any way disguises the payment of dividends and transfers funds to its shareholders under a different guise. However, be aware that the Austrian tax law provides for measures against hidden dividend distributions.