background image

Amendments to Limited Liability Company Law entered into force — Orbitax Tax News & Alerts

On 1 July 2013, a Bill amending the Limited Liability Company Law (Gesellschaftsrechtsänderungsgesetz 2013, GesRÄG) came into force, with the aim to reduce the costs connected with an Austrian limited liability company (Gesellschaft mit beschränkter Haftung, GmbH).

The amendments provide that the minimum share capital of a GmbH is reduced from EUR 35,000 to EUR 10,000. In case the share capital is paid in cash, an amount of EUR 5,000 (instead of EUR 17,500) must be paid. Existing GmbHs can reduce their share capital to the new minimum amount of EUR 10,000 by repayment of shareholder's capital (ordentliche Kapitalherabsetzung). The reduction of the minimum share capital also leads to lower notary's and attorney's fees in the course of the implementation process. The establishment of a GmbH with registered share capital of EUR 10,000 will now cost EUR 600 of notary's fees (including notarization).

Furthermore, the registration of the GmbH no longer has to be published in Austria's official gazette (Amtsblatt zur Wiener Zeitung). However, the publication in the freely accessible edict database (Ediktsdatei) is still required.

The minimum corporate income tax (Mindest-Körperschaftsteuer), which depends on the minimum share capital of the GmbH is therefore also reduced from EUR 1,750 to EUR 500 per year. Companies which reduce their share capital will not be able to file an application for the reduction of their minimum corporate income tax until 2014. Overpaid minimum corporate income tax will be refunded in the course of the assessment for the year 2013.

The Bill further includes a measure for the protection of creditors, under which managing directors are now obliged to convene a shareholders' meeting in case the equity ratio (Eigenkapitalquote) drops below 8% and the expected time for the repayment of debts (fiktive Schuldentilgungsdauer) exceeds 15 years.

Finally, the Bill includes an amendment to the Insolvency Statute (Insolvenzordnung). Accordingly, in case a shareholder holds more than 50% of the company's share capital, the shareholder is obliged to apply for the commencement of bankruptcy proceedings if the legal requirements are met and the corporation has no statutory representative (organschaftlicher Vertreter).