Austrian Company Incorporations - Gesellschaft mit beschränkter Haftung (GmbH)

Company Type	Time to Incorporate	Cost
GmbH	2 weeks	£4600

A limited company can be founded by only one person with a minimum capital of €35,000 of which only €17,500 needs to be paid up in full. There is no requirement for the directors or shareholders to be Austrian nationals. The GmbH is the most convenient form of organisation owing to the relative flexibility it offers, most foreign owned businesses in Austria are operating as a GmbH. The Gesellschaft mit beschränkter Haftung (GmbH) is a separate legal entity that limits the responsibility of the shareholders to the amount of share capital.

Documents and Information

To begin incorporation of your GmbH company we will require the following:

• Your Company Name
• The Director/s full name, date of birth, address and nationality
• The Shareholder/s full name and address

Documents you are required to provide:

• Proof of identity. Either passport, national identity card, photographic driving licence
• Proof of residential address. Gas/electricity bill or credit/debit card bank statement dated within the last 3 months

Incorporating your GmbH

First you must provide us with the chosen company name and optimum corporate structure, including shareholders and directors. The required due diligence must be sent, including passport copies, proof of address, and details of the company's proposed activities, prior to Austrian company set up. We then prepare a NEUFÖ and it is confirmed by the Economic Chamber. The Articles of Association (Gesellschaftsvertrag) that must be prepared and executed before a notary public (Notar) by means of a notary deed (Notariatsakt). The minimum cash capital requirement of €17,500 needs to be deposited into the appropriate bank.

Formacompany prepares and sends a registration application along with the following documents:

• Articles of Association;
• Notarized declaration of establishment;
• A declaration and bankers confirmation of minimum cash requirement has been deposited;
• Signatures of the managing directors, and confirmation by the tax authorities that the formation tax for capital transaction has been paid.

Continuing with your Austrian formation, a trade license from the trade authority (Bezirksverwaltungsbehörde) is obtained. Formacompany submit a form to the tax authority along with the following documents:

• Articles of Association;
• Opening balance sheet;
• An excerpt of the companies register of the company;
• A ID-card of a managing director;
• Signatures of the representatives.

On behalf you, the client, Formacompany completes your incorporation by registering with the relevant local municipality. Following your company registration, Formacompany provides you with a complete company package including:

1. Original Certificate of Incorporation;
2. A bound copy of Austria government-approved Articles of Association
3. Original share certificates;
4. Original government receipt as evidence of payment of annual Austria company registration and license fees.

Formacompany can assist you in opening a corporate bank account. The account includes world-class, multi-currency, Internet banking facilities and you are not required to visit. In Austria Formacompany works with banks that are highly regarded locally and internationally.

Company Names

The name of the company must end with GmbH to denote limited liability, sometimes it is required to provide a special expert opinion onthe permissibility of a company's name issued by the chamber of commerce to the commercial register, especially in case the company's name includes a reference to "Austria". Check your proposed company name here.

Directors

• Directors may be of any nationality and may reside anywhere.
• Only one director is required. Although there may be several.
• Directors can be residents or non-resident.
• Corporate directors are allowed.
• Nominee directors are allowed. Formacompany can provide this service.

Shareholders

• Shareholders may be of any nationality and may reside anywhere
• Only one shareholder is required. This can be the same person as the director.
• Shareholders can be residents or non-resident
• Corporate shareholders are allowed.

Registered Office

All Austrian GmbH's must have a registered office. The registered office is where documents may be legally served on the company. The registered office must be a physical address in Austria. Formacompany can provide this service.

Share Capital requirements

The minimum share capital of a GmbH is €35,000 and this must be subscribed in full on formation of the company, but only €17,500 of the total share capital must be paid up before registration.

There are no share certificates in an Austrian company, so a valid transfer of the ownership of shares is only possible by means of an assignment before a notary.