Corporate Law at Austria
Here’s an overview of Corporate Law in Austria:
Corporate Law in Austria
1. Legal Framework
The primary legislation governing corporate law in Austria is the Austrian Commercial Code (Unternehmensgesetzbuch – UGB).
In addition, the Austrian Stock Corporation Act (Aktiengesetz) regulates stock corporations.
EU directives also influence Austrian corporate law due to Austria’s EU membership.
2. Types of Companies
Austria recognizes several forms of companies, the most common being:
Gesellschaft mit beschränkter Haftung (GmbH) – Limited Liability Company
The most popular company form for SMEs.
Requires a minimum share capital of €35,000 (half must be paid up on formation).
Aktiengesellschaft (AG) – Stock Corporation
Suitable for larger companies and public listings.
Requires a minimum share capital of €70,000.
Offene Gesellschaft (OG) – General Partnership
Partners are jointly and severally liable.
Kommanditgesellschaft (KG) – Limited Partnership
Includes general and limited partners.
3. Company Formation
Formation requires notarized articles of association.
Registration with the Commercial Register (Firmenbuch) is mandatory.
GmbH and AG must disclose shareholders and management.
4. Corporate Governance
GmbH governance:
Managed by one or more managing directors.
Shareholders hold general meetings.
AG governance:
A two-tier system with a Management Board (Vorstand) and a Supervisory Board (Aufsichtsrat).
The General Meeting of shareholders exercises key rights like electing the Supervisory Board.
5. Capital and Shareholder Rights
Capital contributions can be in cash or in kind.
Shareholders have rights to dividends, voting, and information.
Transfer of shares may be restricted in GmbHs by articles of association.
6. Mergers and Acquisitions
Austrian law provides detailed rules for mergers, demergers, and acquisitions.
Cross-border mergers are allowed under EU regulations.
Mandatory bid rules apply if an investor acquires more than 30% of voting rights in an AG.
7. Recent Developments
Austria is aligning corporate governance with EU standards on transparency and shareholder rights.
Digitalization of company registration and reporting is ongoing.
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