Founding a GmbH (Ltd.) in Austria

Shareholders' Agreement

  • Drawing up and signing of the shareholders’ agreement, in case of a one-man company a “declaration of establishment” (notarial deed)

  • Appointment of managing director(s) (shareholders’ resolution with notarised signature(s))

  • Cash contribution/non-cash capital contribution (minimum nominal capital € 35,000, at least € 17,500, to be paid in cash upon formation)

  • Opening of the company’s bank account and payment of the cash contribution

  • Payment of capital transfer tax: since 1.1.2016 no longer applicable

  • Application according to the Business Startup Promotion Act (“Neugründungs-Förderungsgesetz”), if applicable

Entry in the Companies' Register

Application to the Company Register Court

  • Application for entry in the Companies Register, signed by all managing directors with signatures attested, including:

  • Shareholders’ agreement, notarized copy

  • Shareholders’ resolution on the appointment of the managing director(s), in attested form (unless the appointment was made in the shareholders’ agreement

  • Specimen signature statement(s) by the managing director(s), in attested form

  • Evidence of payment of the cash contribution (declaration by the managing directors pursuant to Section 10 GmbHG and bank certificate)

  • Evidence on the payment of the capital transfer tax

Registration of the Trade Announcement of the Appointment of the Managing Director under the Trade Law

Notice to the District Administration

  • Extract from the Companies’ Register

  • Declaration(s) on the non-existence of reasons for exclusion from the trade or forbearance of the exclusion from the trade:

    • Section 13 GewO (Industrial Code) Declaration for legal entities (also for a parent company holding an interest of more than 50%)
    • Section 13 GewO (Industrial Code) Declaration for natural persons (managing directors under commercial law and persons with significant influence).
  • Section 39 GewO Declaration for managing directors under trade law (adequate occupation in the enterprise, authority)

  • Identity document of each managing director under commercial law and trade law, for inspection (residence registration certificate when the usual residence is outside Austria; police certificate from the home country)

  • Accurate designation of the trade

  • Exact location where the trade is exercised (place, street name, house number)

  • Evidence of citizenship of the trade-law managing director

  • Residence permit of the trade-law managing director (unless EEA or Swiss citizen), and evidence of the residence in Austria or in an EEA contracting state

  • If required: evidence of employee status of the trade-law managing director (registration with the regional health insurance fund)

  • If required: certificate of professional competence of the trade-law managing director

Notice of Business Operations to the Revenue Authorities and Registration of Employees

  • A private limited company is subject to corporate income tax and value added tax. After registration in the Companies Register, the company has to apply for a tax identification number.

  • Corporate tax payable by a private limited company: 25% on taxable profits, regardless of whether the profit is distributed to the shareholders

  • In the absence of profits, a minimum corporate income tax of € 437.50 per quarter has to be paid

  • Taxation at shareholders’ level: total taxation of profits distributed to shareholders up to 25%

  • Social security: Registration of the employees with the competent social insurance institution is required prior to the commencement of their work.

  • Start of Business Operations

Please find extensive information in the following brochure:

Brochure: Starting Business in Austria (PDF, 721 kB)