Benefits of registration of holding companies in Austria:
- Austrian bank account to be opened in any currency, as well as financial statements of the company may be in any currency. In Austria there are no exchange controls, except in cases of gathering information for statistical reports.
- Traditionally, issues of taxation revenue, by the repatriation from abroad, subject to the provisions of treaties on avoidance of double taxation.
- Tax Credit for the Austrian holdings called "Schachtelbegnistung" / International Affiliation Privilege (IAP) and provides that dividends received by an Austrian holding company from abroad, and capital gains are not taxed on profits, if the following requirements:
- Ownership of Austrian holding company in a foreign company exceeds 25%.
- A foreign corporation must have a status similar to the Austrian corporation
Incorporation:
The Austrian holding company is formed in the form of Limited Liability Company - Gesellschaft mit beschraenkter Haftung (GmbH) or, more often, joint-stock company - Aktiengesellschaft (AG). The name must end with the abbreviation GmbH or AG.
Procedure for incorporation.
Preparation of the Charter.
Notarization of corporate documents (local lawyer).
Making documents of companies that make up the holding in the commercial register (Firmenbuch).
Opening an account in an Austrian bank.
Articles of incorporation must be notarized. It should contain information on face value, issue volume and type of shares that are expected to be published.
Under the "one stage" education corporation to subscribe for the shares of all persons who participated in the preparation and signing of the charter.
In the "sequential" formation of the company issued a public subscription for shares, but it is much less common.
Joint-stock corporation begins its existence has been entered into the Commercial Register (Firmenbuch).
To the roster must be given the following information:
The name of the corporation.
Address of registered office (must be in Austria).
The aim of the company.
The volume of announced share capital.
Date of signing of the Charter.
The names of board members.
The Charter.
When writing a statute must be complied with the following mandatory requirements:
Specify the name and registered address of the corporation.
The purpose of the business.
The amount of equity.
Types of shares and their face value.
The composition of the board and its membership.
The form of the publication of data on the operations of the company.
The privileges of some shareholders.
Total expenditure on payments to shareholders and employees of the company for services rendered during the incorporation of the company. Any subsequent change in the Constitution requires a resolution meeting of shareholders at which a decision must be adopted by a majority of two thirds of votes.
The name and registered address.
The name of the corporation should indicate the occupation of the company and contain the words "joint stock company" (Aktiengesellschaft) or its abbreviation (AG). Registered address - the place where the main activities of the company is located or where its administration. The registered address must be in Austria.
Stockholders' equity.
The minimum share capital must be:
for at least GbmH - 35 thousand euros,
for AG - 70 thousand Euro.
When you register to be paid at least 50% of the share capital.
The share capital is divided into shares.
The question of income distribution is decided at the annual meeting of shareholders for which the government is preparing proposals for the distribution.
Board of Directors.
The Board consists of one or more members appointed by the Supervisory Board of the company for a period of 5 years.
The board represents the corporation in court and non-judicial proceedings.
Supervisory Board.
Consists of at least three members, while the maximum number of members depends on the size of the share capital. Members of the Supervisory Board shall be appointed by resolution of shareholders meeting, for a limited period of time.
Shareholders' Meeting.
Shareholders' meeting convened by the board. Legally there are no restrictions on the location of the general annual shareholders meeting.
The following issues need to be approved shareholders' meeting.
Appointment of members of the supervisory board.
Amendments to the Charter.
Fielding claims to the members of the board or supervisory board.
Approval of annual financial statements, if the board and the board should submit the question to a meeting of shareholders or the supervisory board refuses to approve the report prepared by the Board.
Distribution of profits.
Usually the decision at a shareholders meeting by a simple majority vote.