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GmbH Registration in Austria

Updated on Saturday 17th April 2021

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Foreign investors who come to Austria can set up various types of legal entities. Among these, the private limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) is one of the most suitable for starting a business in this country.
 
The business form can be used by both local and foreign entrepreneurs who want to set up operations in Austria, but also by overseas enterprises seeking to expand their operations in this country.
If you are considering starting a small business in Austria, the GmbH can be a great structure you can use.
 
Below, our company formation agents in Austria explain how to form such a business. We can also assist with the incorporation procedure.
 

The GmbH in Austria

 
GmbH in Austria comes from GesellschaftmitbeschränkterHaftung which is the name for limited liability company in Austria. This type of business is the most popular among foreign investors who come to Austria. Besides, limited liability companies in Austria are mainly designed for small and medium sized businesses. It is not permitted by law that a GmbH activates in the field of insurance or political association.
 
Our company formation agents in Austria can assist with the registration of a GmbH in this country.
 

The main features of an Austrian GmbH in 2021

 
There are two types of limited liability companies that can be created in Austria: private and public. Among these, the private one is the most suitable when starting a small business in Austria, however, it can also used for setting up medium-sized enterprises here.
 
An Austrian GmbH has the following characteristics:
 
1.       in order to set it up, at least one shareholder must be involved in its creation;
2.       it also requires a minimum share capital which depends on various aspects;
3.       it must have a legal or registered address in Austria in order to be considered a legal entity;
4.       it must have at least one director who is not required to have Austrian residency.
 
The registration of a GmbH in Austria implies incorporation with the Trade Register, obtaining a tax identification number and, in certain cases, a license. The company can also choose to voluntarily register for the value added tax (VAT) or can wait until de registration threshold is reached.
 
Our company registration advisors in Austria can offer more information how to incorporate a GmbH in 2021.
 

The minimum share capital for a GmbH in Austria

 
A minimum share capital of EUR 35,000 has to be provided for setting up a GmbH in Austria. The capital is divided into shares and each share has a minimum value of EUR 70. The investors should know that 50% of the initial capital has to be deposited prior to company registration in Austria.
 
Another important thing to consider about the share capital of a GmbH in Austria is that it can have a lower share capital of 15,000 euros that must be divided as it follows:
 
  • - 10,000 euros must be the paid-in stock of the company;
  • - 5,000 euros must be the cash capital of the business which will grant the company incorporation privileges.
 
The privileged status is granted for a period of maximum 10 years and during this timeframe, the company’s capital must be increased to 17,500 euros.
 
The facility of creating the GmbH with a lower capital makes this legal vehicle a great choice for starting a small business in Austria.
A GmbH can have both natural and legal persons as shareholders, irrespective of their nationalities, which makes this busines form very appropriate for foreign investors who want to relocate to Austria.
 

How many shareholders are necessary for a GmbH in Austria?

 
At least one shareholder is required for setting up an Austrian GmbH. When there are several shareholders, they can organize meetings at the registered office according to the articles of association or they can agree to make decisions without a general meeting, but by written consent.
Management structure of an Austrian GmbH
 
A managing board has to be appointed by the shareholders of a limited liability company in Austria. It is mandatory to have at least one managing director, who can be elected from the shareholders or not. No requirements in terms of residency or citizenship are made. Shareholders of the Austrian GmbH are also the ones who can decide to change a managing director at any time.
 
Starting a small business in Austria can also imply the creation of a startup which is one of the most prolific types of operations that can be set up with the help of a GmbH.
 

Documents needed to register a GmbH in Austria in 2021

 
The following documents are required when opening a limited liability company in Austria:
 
  • - an application form issued by the Austrian Trade Registry which must be signed by the company’s directors or managers;
  • - the declaration of the shareholders through which the incorporation of the company was established;
  • - the resolution through which the managers of the company were appointed;
  • - a bank statement showing the deposit of the share capital of the company;
  • - information about the new company, such as its trade name and the registered address.
 
Our local consultants can assist with the preparation of these documents. 
 

Steps related to registering a GmbH in Austria

 
The following steps must be completed when setting up a GmbH in Austria in 2021:
  1. preparing the articles of association and all other documents requested by the Trade Register;
  2. opening the corporate bank account where the share capital will be deposited;
  3. filing these documents together with the details of the shareholders and directors with the Companies Registrar;
  4. registering for taxation purposes and social security and obtaining a VAT number;
  5. applying for the necessary business licenses or special permits, where applicable.
 
If you need information on starting a small business in Austria in 2021, you can ask our local advisors for details on the requirements.
 

How can an Austrian GmbH be verified?

 
The law does not mention a supervisory board as a must in a limited liability company in Austria. However, this body is mandatory, if some conditions are met, such as more than 50 shareholders or over 300 employees in the Austrian GmbH.
 
Company registration in Austria is not possible without the existence of a registered office and address in Austria. Also, the costs for company formation in Austria depend on the initial capital invested in the limited liability company or GmbH in Austria.
 
If you are interested in starting a small business in Austria, do not hesitate to request the company formation services of our local specialists.
 

Licensing requirements when opening a GmbH in Austria

 
As mentioned above, any company is required to operate under specific licenses, among which some of them are subject to special requirements. There are three categories of licenses that can be obtained when setting up a private limited liability company in Austria:
 
  • -  the general trade licenses;
  • -  the industry-related licenses;
  • -  free trade licenses that must be obtained by professional categories of persons.
 
The best part about registering a GmbH is that is suit the needs interested in starting a small business in Austria, but also of those seeking to establish larger operations.
 
You can rely on our Austrian company formation agents, no matter the size of the business you want to operate in this country.
 

Starting a small business in Austria under the form of a GmbH

 
An investor who wants to open a company in Austria can select the GmbH when opting for a small business in 2021. This legal form is also available for those who want to set up e-commerce companies which are currently very appealing for various reasons.
 
Also, the entire registration procedure for a GmbH in Austria is about 5 weeks.
 
 
  • -   at the level of 2018, there were 346,469 companies registered in the manufacturing and services sectors in Austria;
  • -   these companies employed 3,044,226 individuals;
  • -   their turnover was 807.4 billion euros.
 
If you decide to start a small business in Austria and need guidance, our local agents are at your disposal with personalized services for quick incorporation.
 
You may contact our specialists in company formation in Austria for more details about incorporation of a limited liability company in Austria or other type of company available in this country and also for company registration in Serbia.

 

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Call us now at (+43) 720 3037351 to set up an appointment with our company formation specialists in Austria. Alternatively you can incorporate your company without traveling to Austria.

As a Ruttensteiner Business Consulting client, you will benefit from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Austria.

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Mihai Cuc, Partner of
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www.romanianlawoffice.com

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