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1.1.1. Main Forms of Doing Business

Austrian law provides for four main business forms for doing business in the country, including:

  • Limited Liability Company (GmbH)
  • Stock Corporation (AG)
  • Partnerships
  • Foreign companies

Limited Liability Companies (GmbH)

Limited liability companies (GmbH) are the most common business form in Austria and can be established for most business purposes.

Key aspects of a GmbH include:

  • May be established by one or more partners, including natural persons or legal entities, and resident and non-residents
  • Liability of partners is limited to their investment in the company
  • Managing directors are appointed by decision of the partners' meeting
  • A supervisory board is only required for large entities
  • Minimum share capital is €35,000, and the minimum capital contribution by each partner is €7,000

Joint Stock Corporation (AG)

A joint stock corporation (AG) in Austria is similar to an GmbH, but is formed by the subscription of shares by stock holders.

Key aspects of an AG include:

  • May be established by one or more members
  • Members liability is limited to their contributions to the corporation
  • A supervisory board is appointed by decision of the general meeting and must have at least 3 members
  • The supervisory board appoints the executive board members, who in turn select the executive representative
  • Minimum share capital is €70,000

Partnerships

Partnerships in Austria can be formed as general partnerships or limited partnerships.

General Partnership (OG)

A general partnerships consists entirely of general partners, all of which have unlimited liability.

Limited Partnership (KG)

A limited partnership consists of at least one general partner with unlimited liability and limited partners whose liability is limited to their contributions to the partnership. Legal entities can be limited partners.

Foreign Companies

Foreign companies are allowed to conduct business in Austria if they register for a trade license. If the foreign company has a permanent establishment in Austria, it should be registered with the register of companies.

Disclosure of Beneficial Owners

According to the ultimate beneficial owner registry law, corporate and other legal entities incorporated or managed in Austria are required to register their “ultimate beneficial owners” with the ultimate beneficial owner registry by 1 June 2018. Newly established corporations are required to register their ultimate beneficial owners within four weeks of incorporation. In case of any changes, the registration is required to be amended within four weeks. The entities are required to review and update annually their list of ultimate beneficial owners.