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Legal Forms

Legal Forms

In Austria there are a number of legal forms according to which a company can be established:

Sole Proprietors (Einzelunternehmer)

Sole proprietors are fully liable for all the debts of the company, including business assets as well as private property.

The law does not require a specific starting capital.

Corporate Forms

In Austria legal corporate forms are: Joint Stock Corporation (AG), Company with Limited Liability (GmbH) or a European Company (Societas Europaea – SE).

All corporate forms have some facts in common:

The company itself is a legal entity and has its own legal identity. The proprietors are not personally liable for the debts of the company. Their liability is limited to the amount of the contribution. The law requires some starting capital in which the extent depends on the chosen legal form. After the entry into the commercial register (called Firmenbuch) a corporation comes into legal existence.

Company with Limited Liability (GmbH - LLC)

In Austria the most popular corporation is the limited liability company, called GmbH. Proprietors can be individuals as well as legal entities. It can also be established by only one shareholder. Each Shareholder is obligated to bring capital into the company. “Gesellschaft mit beschränkter Haftung” or “GmbH” has to be added at the end of the name.

The capital contribution of a limited liability company is € 35,000. Half of this amount € 17,500.00 has to be incorporated in cash at the time of the formation. New founders can take advantage of a founding privilege. In that case the capital contribution for the first 10 years after incorporation is just €10,000.

Joint Stock Corporation (AG)

A Joint Stock Corporation called “Aktiengesellschaft (AG)”, can be established either by natural or legal establishers. “Aktiengesellschaft” or “AG” has to be added at the end of the name. This legal form is typical for larger business companies.

The legal entities of the company are the general meeting of shareholders (Hauptversammlung), the Supervisory Board (Aufsichtsrat) which consists of at least three people and the Board of Directors (Vorstand). The shareholders elect the Supervisory Board, and the Supervisory Board appoints the Board of Directors.

Founding a Joint Stock Corporation requires a capital stock of €70,000. In contrast to the Limited Liability Corporation, the stock capital of the AG is split into shares. Similarly to the Limited Liability Company, the Joint Stock Corporation has to be entered in the commercial register. At the time of registration, at least 25 percent of the capital has to be paid.

European Company (SE)

The European Company (Societas Europaea, SE) is based on the European law. The advantage of this corporation is that it is covered by uniform law across Europe. This can be accomplished through a reorganization of an existing company like for example the merger of the transformation of an AG. This is the reason why start-ups normally are not established as a SE. The capital stock must be at least €120,000.

Foundation (Stiftung)

There are two forms of foundations: public (e.g.: a charity) or private. Foundations have to be registered in the commercial register and operate as holding companies. They do not perform any trade or commercial activity themselves.

The minimum capital of a private foundation must be at least €70,000. In contrast to other forms of corporations, the private foundation does not have proprietors. The foundation itself is owner of the property.

Partnerships

Partnerships are: General Partnership (Offene Gesellschaft), Limited Partnership (Kommanditgesellschaft), Civil Law Partnership (Gesellschaft Bürgerlichen Rechts)

Commonality:

All partnerships have in common that there must be at least one partner with unlimited liability. There are no formal requirements prescribed to the article of partnership.

The corporate structure (i.e.: Offene Handelsgesellschaft OG, Kommanditgesellschaft KG) has to be added after the name of the company.

General Partnerships (Offene Handelsgesellschaft, OG)

The establishers of a General Partnership must be two or more natural or legal persons. They are personally liable for the company’s liabilities. That means that a proprietor is not only liable with his business assets but also with his private assets.

There is no minimum capital stock required. The proprietors do not have to bring in any cash. Each of them can assume the business management.

Partnerships are legalized with the entry in the commercial register.

Limited Partnerships (Kommanditgesellschaft, KG)

A “Limited Partnership” (Kommanditgesellschaft or KG) has a similar structure as the General Partnership (OG). It also has to be entered into the commercial register.

The main difference is that in addition to the partners with unlimited liability (Komplementäre), there are proprietors who are liable just with their liability deposits. The personally liable partner can also be a corporation, usually a GmbH, which is then called a “GmbH & Co KG”.

Civil Law Partnerships (Gesellschaft Bürgerlichen Rechts)

A civil law partnership does not have its own legal identity; therefore it cannot be entered into the commercial register. It is not a company on its own. All the partners must fulfil the necessary qualifications according to industrial law and have unlimited liability. This form is mostly used for short-term projects. 

 
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