How to Incorporate a Limited Company/ GmbH in Austria
The name of a GmbH must be derived from the surname of one or all of its shareholders. Alternatively, it must contain a component from which the object or nature of the business may be sufficiently inferred, and readily comprehensible to outsiders. The company name may contain a mixture of both the surnames of the shareholders and the nature of the business. Other than that, one may choose to add an imaginary designation. Further demanded by law is an indication of the corporate form, in this case you need to include the suffix denoting the Austrian equivalent for a private company limited by shares, 'Gesellschaft mit beschränkter Haftung', or 'GmbH'.
There are eight steps to incorporating a GmbH in Austria.
- Receive confirmation from the Economic Chamber that the new company is a new enterprise
- Articles of association notarised.
- Deposit minimum capital requirement in company bank account
- Register company at Local Commercial Court
- Register with trade authority to receive trade license (Bezirksverwaltungsbehörde)
- Register with Tax Office (obtain a VAT number)
- Register employees with social security
- Register with municipality
As we can simultaneously file with different departments it takes us a maximum of 14 days to register a business on your behalf and, by using Formacompany, there is no need for you to visit Austria to either incorporate your company or to open your corporate bank account.
Formacompany has over 20 years’ experience forming companies in Austria and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.
What you need to set up a Limited Company/ GmbH in Austria
To begin incorporation of your GmbH Company we will require the following:
- Your company name
- The full name, date of birth, address and nationality of all directors
- The full name and address of all shareholders
Documents you are required to provide:
- Proof of identity (passport, national identity card, photographic driving licence).
- Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)
- 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.
- The bank has to issue a certificate showing the share capital was paid in, this needs to be presented to the commercial register.
- 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.
Ready Made Companies
- We have shelf companies in Austria currently available, with a standard Memorandum and Articles designed to permit most general activities; making it possible to commence business at very short notice. Our ready made companies are in good standing, are not the subject of any insolvency proceedings and have not entered into any contracts or engaged in any business activities.
What it costs to incorporate a Limited Company/ GmbH in Austria
All duties, taxes and professional fees are included in our package and this includes, but is not limited to:
- The fee charged by the commercial court when entering the new GmbH in the business register.
- Production of the Notarial Deed (Notariatsakt) and publication of the GmbH registration.
- Costs associated with the registration of a company include a corporate tax, court expenses, incorporation fees, an announcement in the official Austrian newspaper, Wiener Zeitung, and the fees of an attorney and notary public.
A capital transfer tax (Gesellschaftssteuer) equivalent to 1% of the share capital (Stammkapital) must also be paid for setting-up the GmbH.
What you receive after setting up your new business
- Original Certificate of Incorporation
- A bound copy of Austria government-approved Articles of Association
- Original share certificates
- Original government receipt as evidence of payment of annual Austria company registration and license fees
5 Advantages of Registering a Limited Company/ GmbH in Austria
- An Austrian GmbH is legally exempt from dividends tax received from a foreign subsidiary. As a member of the European Union (EU), Austria is governed by the provisions of the EU's Parent-Subsidiary directive. Thus, an Austrian holding company which holds at least 25% of the shares of an EU subsidiary can receive dividends from the subsidiary free of withholding tax.
- An Austrian GmbH reduces the tax burden on shareholders. Your GmbH provides access to the large network of double taxation treaties Austria has signed with major trading nations around the world.
- An Austrian GmbH requires minimal infrastructure. A minimum of one director and one shareholder is required to incorporate a limited company in Austria; these can be the same person, can be of any nationality and need not be resident in Austria. Corporate shareholders are permitted.
- An Austrian GmbH requires an Austrian corporate bank account. Formacompany can assist you in opening a corporate bank account to support your Austrian company formation. The account includes world-class, multi-currency, internet banking facilities and you are not required to visit Austria to set it up. Formacompany only works with Austrian banks that are highly regarded locally and internationally.
- Incorporating in Austria provides access to a successful and growing market. Austria is regarded as one the world’s most competitive economies; it has excellent business advantages including its economic performance, government efficiency, business efficiency and infrastructure.