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Setting up a limited liability company (GmbH)

What

A limited liability company is a type of legal entity with a competent director in which the owners aren’t personal liable for the company debt’s.

Good to know

It’s highly recommended to contact the Austrian Economic Chamber. They will give you counselling as well as all information. They also offer translation services free of charge. If you’re going to hire employees, you have to notify the municipality/city in order to pay municipal tax.

Steps

STEP 1: You can consult with specialised departments and experts at the Austrian Economic Chamber (Wirtschaftskammer – WKO).

STEP 2: Give a declaration of the start-up and your business purpose.

STEP 3: You and your partners have to arrange a partnership agreement through a notarial action.

STEP 4: Meeting of the director manager and representatives. There needs to be a notarial confirmation.

STEP 5: Bank confirmation of at least is 35,000 Euros of stock capital and at least the half of it in cash.

STEP 6: Commercial Registration (Firmenbuch). You’ll need the following documents:

  • Company agreement certified by a notary public
  • Certified shareholders’ resolution on the meeting of the director manager
  • Bank confirmation
  • Signatures of the director manager
  • Certificate of non-objection on the part of the fiscal authorities for fees and transaction tax

STEP 7: (Electronic) Business registration: You’ll need the following documents:

  • Passport of all persons with decisive influence
  • Confirmation of the commercial registration
  • Criminal record certificate of the country of origin for the people with decisive influence on management; if they don’t live in Austria or have lived there for less than five years.
  • Statement that there are no grounds for ineligibility (no criminal offence committed or court sentence received) for persons with influence in the company:

STEP 8: State medical insurance (Gebietskrankenkasse – GKK). If you employ a director manager under trade law, you have to register him/her at the GKK before registering your business.

STEP 9: You have to register the director manager with the Commercial Social Insurance if they haven’t been insured with the State medical insurance (GKK).

STEP 10: You report your commercial activity with the fiscal authorities during the first month and apply for a tax number for the partner(s) and the company at the regional department of the Ministry of Finance (Finanzamt).

STEP 11: Some economic activities (e.g. restaurant, health related businesses, etc.) require permission of the authorities. Contact the municipality.

Where

Last update on Nov 28th 2017