Road Map GmbH (Ltd.)

When setting up a GmbH (Ltd.) in Austria you have to adhere to the following rules and regulations:

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
• Application according to the Business Start-Up 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.