The limited liability company (GmbH) is one of the most popular legal forms in Austria. In the year In 2022, more than 5000 limited liability companies in Austria were founded. In this blog post we will take a closer look at the steps to form a GmbH in Austria and provide you with a comprehensive guide.
Online GmbH foundation
Austria is one of Europe's pioneers in the digitalisation of administration. Many official procedures can already be handled completely digitally in Austria. This also applies to the formation of a limited liability company. This can be done online - from anywhere in the world. The further administration of the GmbH can also be done completely remotely. You are welcome to make an appointment for the online formation of a GmbH. here .
In addition, there is of course also the possibility of founding a GmbH in the analogue way. However, the advantages of a digital formation are obvious: faster processing as well as flexibility in terms of location and time. In addition, all documents (articles of association, etc.) are digital originals and can thus be filed and sent more easily.
Is the GmbH the right legal form for me?
As a first step, you need to decide whether a GmbH is the right legal form for you at all. A great advantage of the GmbH is that the liability of the shareholders is limited. This means that the shareholders are not personally liable for the debts of the GmbH. This reduces the entrepreneurial risk for the shareholders.
On the other hand, a limited liability company leads to administrative expenses. One example is the obligation to prepare annual financial statements. These are usually prepared by a tax advisor, which can lead to costs.
If you are unsure whether the GmbH is the right legal form for you, our partner notaries will be happy to help you. Arrange a meeting for this purpose free consultation with a partner notary's office in a video call.
Company name
Next, a permissible company name must be chosen for the GmbH. The The choice of an inadmissible company name is the most frequent reason why the registration of a GmbH in the company register is refused. is made. On the one hand, this delays registration and, on the other, leads to additional work and costs. Therefore, the company name should be well considered in advance.
The company name of the GmbH must:
- Be suitable for labelling the company;
- have distinctive character; this is not the case, for example, with purely sectoral designations such as "Softwareentwicklung GmbH";
- Not be misleading. A company name is misleading if it is misleading about the type and scope of the company, about the industry reference or about goods and services. For example, "Müller Reinigungs GmbH" is misleading if its business purpose is "management consultancy";
- To distinguish itself from other companies registered in the company register. No company name can be chosen that already exists in the company register.
You are welcome to discuss the admissibility of a specific company name in a consultation with a partner notary or with the WKO vote.
Business purpose
The object of the company describes the type of activity of the GmbH. An example of a corporate purpose could be:
"The development and distribution of software"
or
"Trade in goods of all kinds"
Several objects of the enterprise can also be specified. It is important to think carefully about the object of the company when it is founded. It limits the activities of the GmbH, so to speak. The limited liability company is not allowed to act outside of the object of the company without further ado.
Documents for the formation of a GmbH in Austria
For the formation of a GmbH in Austria, you generally need the documents listed below. If you do not have these documents, our partner notary's offices will be happy to assist you in preparing the documents. Please note: When founding a GmbH, a so-called structured company register application is required. This can only be prepared with the help of a notary or a lawyer. For this reason alone, the documents cannot be prepared completely independently without a legal advisor.
You will need the following documents to set up your limited liability company:
- Articles of associationThe articles of association regulate the organisation of the company. It determines, for example, who may represent the GmbH or how profits are divided among the shareholders. In the case of a 1-person GmbH, the regulations on the organisation of the GmbH are laid down in a so-called "articles of association" instead of in a partnership agreement. Establishment declaration regulated.
- Resolution of the shareholders for the appointment of the managing director or managing directors.
- Sample drawing the managing director. This is a signature of the managing director that is deposited with the company register. The purpose of this specimen signature is that third parties can compare the signature of the managing director with a signature they have received.
- Company register application of the new GmbH.
The binding version of the articles of association of the GmbH must be written in German. It is possible to include an English translation for information purposes. If one of the shareholders does not understand German, an interpreter of the formation must be consulted at the notary.
What does a GmbH formation cost in Austria?
The costs for the formation of a GmbH depend on several factors. Essentially, the following circumstances are decisive for the costs:
- Are all the necessary documents already prepared or are they to be prepared by the notary's office?
- Is a one-person limited liability company being formed or are several persons forming?
- Is the notary or a lawyer responsible for filing the documents with the company register?
How long does it take to form a GmbH in Austria?
The formation of a GmbH can be done quickly in Austria. You can complete the notarial part at our partner notaries' offices within 24h even if you do not yet have any documents. Appointments for this are available at short notice.
After the notarial formation of the GmbH, you must open a business account at a bank. The capital contribution must then be paid into the account. This can take a few days. If you want to speed up this process, you can also open a trust account at one of our partner notary's offices. This account is then immediately available. The capital contribution can be paid directly into this account. This speeds up the incorporation process.
Subsequently, the company register court must register the GmbH. In our experience, this usually happens within a few working days. However, there may be deviations in individual cases. In the stage between the application for registration of the limited liability company and the entry in the commercial register, the limited liability company can already act.
Overall, it can be stated that a GmbH (up to the point of registration in the company register) in Austria is within a few working days can be founded.
Simplified GmbH incorporation
In Austria there are special rules for incorporating a one-person GmbH. In the case of the one-person GmbH, the special feature is that it is established without a Notarial Deed The incorporation can be carried out completely digitally via the Company service portal.
However, there is only a very small scope of application for the simplified GmbH formation. The simplified GmbH formation is described in (§ Section 9a GmbHG). In order to qualify for a simplified GmbH formation, the following requirements must be met:
- The GmbH may have only one shareholder;
- This shareholder must also be the managing director of the GmbH;
- The incorporation must be made with a declaration of establishment. There are rigid requirements for the form of the declaration of incorporation. Therefore, no flexible regulations can be made in a partnership agreement.
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