Beste Neugründung eines Unternehmens Anwälte in Österreich

About Neugründung eines Unternehmens Law in Austria

Austrian company formation is a regulated process that combines corporate law, trade regulation and tax compliance. The key steps include choosing a legal form, drafting founding documents, notarizing them, depositing share capital, and registering with the Firmenbuch (company register). Compliance with Gewerbeordnung and ongoing corporate governance is essential for legitimacy and access to Austrian markets.

Founders should plan for notarial involvement, bank account setup, and registrations with the tax authorities and social security. Understanding which legal form best fits your business model can influence liability, taxation, and investor engagement. A dedicated lawyer or legal counsel can streamline decisions and help avoid costly errors.

In Austria, corporate law relies heavily on public registers and official procedure. The right counsel helps ensure that your setup aligns with both immediate regulatory requirements and long-term governance. This guide outlines why legal help matters, the laws involved, and practical steps for residents starting a business.

Why You May Need a Lawyer

• Choosing the right legal form for liability and funding. A startup with multiple founders may benefit from a tailored shareholder agreement and a precise Articles of Association to avoid future disputes. A solicitor can draft these documents to reflect ownership, voting rights, and exit mechanisms.
• Drafting founding documents and governance structures. The Articles of Association and the management framework for a GmbH require careful drafting. An attorney ensures compliance with GmbHG requirements and clarity on Geschäftsführer responsibilities.
• Managing the Firmenbuch entry and notarial requirements. Formation of a GmbH requires a notarial deed and filing with the Firmenbuch. A lawyer coordinates the notarization, the capital deposit, and the registration steps to minimize delays.
• Navigating Gewerbe ownership and licensing for regulated trades. If your business activity falls under GewO licensing, a lawyer helps you determine which licenses are required and how to obtain them efficiently.
• Handling employment contracts and IP assignments for early hires. Early employees and founders must sign employment and IP assignment agreements that protect the company and reduce disputes later.
• Ensuring VAT, tax registrations and social security compliance. A legal counselor guides you through VAT registration thresholds, employer obligations, and social insurance enrollment for founders and staff.

Local Laws Overview

Key statutes that govern Neugründung eines Unternehmens in Austria include the Gesellschaftsrecht for corporate structures, the Gewerbeordnung for commercial licensing, and the Firmenbuchgesetz for company registrations. The most commonly used forms are Gesellschaft mit beschränkter Haftung (GmbH) and the rules for ongoing corporate governance are set out in the Unternehmensgesetzbuch (UGB).

GmbH - The GmbHgesetz (GmbHG) regulates formation, share capital, and management for limited liability companies. A GmbH requires a notarial deed for the Articles of Association and a minimum share capital of EUR 35 000, with at least half paid in at registration. This framework shapes liability, governance, and investor dealings.

UGB - The Unternehmensgesetzbuch governs commercial law, accounting, and reporting for Austrian businesses. It affects financial statements, annual meetings, and transparency requirements for startups and established companies alike.

GewO - The Gewerbeordnung regulates trade activities and licensing. If your business engages in activities deemed trade- or craft-related, GewO determines licensing, professional qualifications, and registration obligations.

Recent reforms have focused on digital workflows and online filings. Since 2021-2023, electronic filings via the Unternehmensserviceportal (USP) have expanded, and authorities encourage online submissions where possible. Always verify current procedures on official channels.

Source: RIS - Rechtsinformationssystem des Bundeskanzleramts and help.gv.at for official guidance on company formation and licensing. See https://www.ris.bka.gv.at and https://help.gv.at for authoritative texts and steps.

Source: Help.gv.at and WKO guidance on statutory requirements for founders, notary use, and Gewerbe licensing. See https://help.gv.at and https://www.wko.at for practical checklists and official information.

Frequently Asked Questions

What is the minimum share capital for a GmbH in Austria?

A GmbH in Austria requires a minimum share capital of EUR 35 000. At least EUR 17 500 must be paid in before the company is entered in the Firmenbuch. The remainder can be contributed later as agreed in the Articles of Association.

How do I start a company in Austria from scratch?

First, choose a suitable legal form and business name. Next, prepare the Articles of Association, have them notarized, open a bank account to deposit capital, and file the necessary documents with the Firmenbuch via the USP. Finally, apply for any required Gewerbe licenses and tax registrations.

When is a notary required for GmbH formation?

A notary is required to prepare and certify the Articles of Association for a GmbH. The notary also ensures compliance with statutory provisions before the deed is filed for entry into the Firmenbuch.

Where do I register the company name and formation?

Registration takes place at the Firmenbuchgericht (company register) through the Austrian Unternehmensserviceportal (USP). The entry confirms the company exists as a legal entity and establishes its official domicile and structure.

Why do I need a lawyer for a shareholder agreement?

A shareholder agreement governs ownership, rights, exit terms, and dispute resolution. A lawyer drafts provisions to prevent deadlocks, define transfer rules, and align with GmbHG requirements and tax considerations.

How long does it take to form a GmbH in Austria?

Typically four to six weeks from signing the notarial deed to Firmenbuch entry, depending on notarization speed, capital verification, and filing timing. Delays may occur if documents are incomplete or licenses are pending.

Do I need to appoint a resident Geschäftsführer?

A GmbH must appoint at least one Geschäftsführer (managing director). Non-residents can serve as Geschäftsführer, but ensure they have the capacity to fulfill duties and any immigration or work-permit considerations if applicable.

Is VAT registration mandatory for new startups?

VAT registration is required if your turnover exceeds the Austrian threshold or you anticipate making taxable supplies. Your business may also register voluntarily if it benefits from input tax deductions or cross-border activities.

What documents are required to open a company bank account in Austria?

You typically need the notarial deed, the Firmenbuch entry confirmation, proof of address, identification documents for directors, and information on ultimate beneficial ownership. Banks may request additional documentation for compliance purposes.

How much does it cost to incorporate a GmbH in Austria?

Costs include notary fees, Firmenbuch entry fees, and basic government charges. Expect a broad range from a few hundred euros to a few thousand euros depending on complexity and service providers. Always obtain a current cost schedule from the notary and the court.

What is the difference between GmbH and AG in Austria?

A GmbH is a limited liability company suitable for smaller enterprises with minimum capital of EUR 35 000. An Aktiengesellschaft (AG) is a joint-stock company with higher capital requirements (minimum EUR 70 000) and stricter governance and reporting requirements, often used by larger businesses and those seeking broader investor participation.

Can non-EU residents be directors in Austrian companies?

Yes, non-EU residents can serve as managing directors in Austrian GmbHs, subject to compliance with employment, immigration, and company law requirements. Immigration considerations may apply if the director also performs work in Austria.

Additional Resources

• Wirtschaftskammer Österreich (WKO) - Provides start-up consultations, industry-specific guidance, and the Gründerservice for founders, including checklists and templates. Website: wko.at
• RIS - Rechtsinformationssystem des Bundeskanzleramts - Official database with the texts of GmbHG, UGB, GewO and other laws affecting company formation and governance. Website: ris.bka.gv.at
• help.gv.at - One-stop government portal with step-by-step guides, forms, and contact points for company formation, licensing, and registrations. Website: help.gv.at

Next Steps

1. Define your business concept and decide on the most suitable legal form (GmbH, AG, or other structures). This will shape liability, taxation, and funding options. Timeline: 1-2 weeks for decision making.
2. Check the proposed company name for availability and potential conflicts in the Firmenbuch. Use the USP name check and reserve the name if possible. Timeline: 1-3 days.
3. Prepare founding documents, including Articles of Association or partnership agreements, and identify initial share capital contributions. Timeline: 1-2 weeks depending on complexity.
4. Engage a notary to certify the Articles of Association for a GmbH and coordinate the capital verification process. Timeline: 1-2 weeks for scheduling and execution.
5. Deposit the share capital into a dedicated business bank account and obtain proof of funds for the Firmenbuch filing. Timeline: 1-5 days after notarization.
6. Submit the Firmenbuch application via the USP and complete any required Gewerbe licenses. Timeline: typically 2-6 weeks, subject to authorities.
7. Register for VAT, social security for founders and employees, and obtain any necessary licenses. Timeline: 1-4 weeks after incorporation, depending on registrations.
8. Consult a lawyer for post-formation governance, including shareholder agreements, employment contracts, and IP assignments. Timeline: ongoing as the business grows.