Joint-stock company (AG)
The minimum share capital - 1000000 Austria. sh. At least one-quarter (250 thousand) to be paid in cash. If you pay the share capital of the shareholders in any amount that exceeds the nominal value of shares must be paid immediately. The same applies to the transfer of cash payments. Prior to the registration of joint stock company share issue can not be done.
To register a joint stock company requires at least two of the founder. Memorandum and Articles must be notarized. An audit is required if: one of the founders is a member of the board or supervisory board, the shares are transferred to the member of the board or supervisory board, board member or the Supervisory Board gave its consent to be granted special benefits, compensation, or payment for training or the establishment of joint-stock company, the establishment of joint Society provides non-cash deposits or acquisition of assets in its formation.
Any contract to acquire the assets in an amount exceeding one-tenth of the share capital must be approved at a general meeting of shareholders. If within the first two years after incorporation of such a contract is terminated, you must make an entry in the Register of Companies.
Registration cost is made up of 1% tax on remittances abroad, registration fee of 0.55%, which is paid for the paid-up capital, the costs of publishing, notary and legal services.
The organizational structure includes the company supervisory board, board meeting of shareholders and auditors. The Supervisory Board is elected by shareholders and the board appointed for a term not exceeding five years.
The annual financial statements are approved and the board and supervisory board. They are subject to audit. Each item in the report must be thoroughly justified. Small and medium-sized public companies submit their financial reports the registrar, which tells about it in the official gazette.
Allowed to issue as registered shares and bearer shares.
Company has the right to issue shares for the right to participate in profits. In the case of a shareholder selling its stake in the business of formal procedures for the transfer of bearer shares from one party to another does not exist.
Additional contributions of shareholders are taxed on transfer of capital at a rate of 1%.
A limited liability company (GmbH)
The minimum share capital - 500,000 Austria. sh. At least one quarter of the authorized share capital, but not less than 250000 (even if capital is less than 1,000,000) shall be paid in cash.
The share capital can be increased at the expense of non-cash contributions (eg, goods). In this case, the independent auditor is required to determine their real value. If the non-cash contributions used a company founded more than five years ago, and its present owner receives a share in a newly created GmbH, audit documents for company registration is not carried out.
Charter and the Memorandum of Association notarized. The recently adopted an amendment to the Companies Act permits the establishment of a single founder GmbH (previously it was necessary to have at least two founding shareholders). If the Austrian GmbH establishes a foreign shareholder, the foreign exchange control is not required. The company must have at least one director who may not be an Austrian citizen or resident. This rule also applies to general manager.
The company entered into the Register of Companies. The rules are the same in all cases, whether acting or holding company will be. To make GmbH in the Register of Companies is required two weeks to one month. The cost of the establishment of Austrian GmbH consists of: the tax on transfer of capital, based on the actual amounts paid - 1%;
registration fee for an authorized share capital - 0.55% cost of publications and notary services.
Regulation of small, medium and large GmbH
The company is considered small, if not exceeded: Total assets - 37000000 Austria. sh., gross annual income - 74000000 Austria. sh. and the average number of employees in the year - 50.
The company is considered secondary, if not exceeded: Total assets - 150000000 Austria. sh.'s gross annual income - 300000000 Austria. sh., the average number of employees in the year - 250.
The company is considered a major, if exceeded two of the last three indices.
Small and medium companies pass the annual financial statements for the simplified scheme.
GmbH may appoint a supervisory board and must do so if its equity capital exceeds 1000000 Austria. sh., composition - 50 shareholders, and staff - 300 people. The holding company also has the right to mandate the supervisory board, if the overall state of subsidiaries and holding more than 300 people.
The annual financial statements of medium and large companies, as well as those small businesses that have a mandatory supervisory board shall be subject to statutory audit. The financial statements of all limited companies enter the Register of Companies. The Registrar must advertise in the official newspaper that reports received.
Unincorporated form
Trade law also provides for the establishment of a general partnership (unlimited liability) - OHG and a limited partnership (limited) - KG. Allowed as mixed forms of companies, for example, GmbH and KG, OHG and KG, whose partners are not corporations or other legal entities are not required to disclose details of the financial statements. GmbH, being responsible partners KG, should form the supervisory board, if the average number of employees exceeds 300 KG.
Register of companies
Register (Firmenbuch) contains all the information about corporations, unincorporated forms, partnerships, sole proprietors, retail, insurance companies, savings banks and private funds. Owners, partners or managers must provide a complete set of company documents and applications containing all the necessary information. In Austria, the Companies Registry in the courts of first instance (the Vienna Commercial Court, federal courts in other places - the district courts).
To be able to engage in commercial activities, you need to register it in the institution issuing the license at the location of the enterprise.
Prior to this, you need to know to what category of business activity are what you are going to do.
There are 4 categories of business:
1. Craft
Handicrafts is first of all - work with metal, wood, food and tailoring. To register these crafts must provide documentation of successful test at the end of the wizard or Professor-School in this specialty, in addition, you must also have experience in this specialty.
2. Activities do not require a special permit
For example trade, catering and a range of services, depending on the type of evidence of potential need different skills (practice, appropriate education, exams, etc.).
3. Activities requiring a special permit
These include such construction. For such activities must obtain departmental permission - behordliche Genehmigung.
4. "Free" activities
"Free" are all other activities.
List of free business activities can be obtained from the Ministry of Labour and the economy. For these types of businesses do not have to confirm that you have the appropriate education and / or practice, but still need a license - Gewerbeberechtigung (Gewerbeschein)
Important: If you want to do business you must become a member of the Economic Chamber Austria - Wirtschaftskammer Osterreichs.
Applying for a license (Gewerbeschein)
Entrepreneurship must be registered in an institution - Gewerbebehorde.
Registration can be both personal and written and must contain the following items:
- The exact name of this type of business
- Location of those activities
- Personal data recording business
Tip: The Economic Chamber - Wirtschaftskammer free to help you in preparing a document for registration, which - together with other necessary documents - will need to submit for registration in an institution - Gewerbebehorde.
Conditions for registration:
1. Austrian or EU citizenship - (for citizens of other countries - perhaps by way of exception, but it needs to get Gleichstellung - adjustment of the rights of the Austrians)
2. Reaching 18 years
3. The absence of reasons for refusal (eg bankruptcy, financial or prosecution)
Terms specific to the registration of certain types of businesses:
1. The existence of a suitable location for this activity
2. Befahigungsnachweis - showing the potential capabilities for doing crafts and free enterprise
3. Permission to use the necessary equipment for these activities, equipment - Betriebsanlagengenehmigung
Issuing Authority:
1. For activities requiring authorization process:
- Governor of the federal land - der Landeshauptmann
- Vienna: Municipal Department 63
2. For all other types of activities:
- In the cities of magistrate
- Vienna: Municipal Department District-Magistratische Bezirksamt
- In the villages: Bezirkshauptmannschaft
Required Documents:
1. Birth certificate
2. Join the community-Meldezettel
3. Citizenship papers or paper-Staatsburgerschaftsnachweis adjustment of the rights of the Austrians - Gleichstellung mit Inlanderinnen / Inlandern
4. Current statement from the register drives / convictions-Strafregisterbescheinigung (valid for up to 3 months)
5. The certificate of marriage, divorce, or if a change of name, a confirmation
6. Depending on the type of document to obtain a scientific degree
7. Depending on the type of Befahigungsnachweis - showing the potential ability to practice this activity
8. Depending on the type of permission to use oborudovanikm-Betriebsanlagengenehmigung
9. Confirmation of the Economic Chamber of the establishment of the enterprise (in case of establishing a new enterprise)
Cash contributions (only in case of a successor companies):
when they apply:
43.00 EUR
3.60 euros for each application
upon receipt of documents:
76.00 euros per license
in addition:
27.20 euros for registration
54.50 euros in the issuance of a concession
Warning: If you move your, or your business, or changing the name of the company must notify the institution of license - Gewerbebehorde.