The process for setting up a Limited Liability Company in Austria, is not the same as in many other countries. Whereas in some places you can do the set up entirely online not needing not much than your credit card, Austria has an elaborate process you must follow. And it’s a process that requires input from a few additional actors – a notary, the local bank and the company register.
Before you read any further – have you made sure that setting up a 1-person limited liability company is the right choice for your business in Austria? After the minimum starting capital was decreased to EUR 10 000 at the beginning of 2024, this legal form became much more accessible for founders. But there are still a couple of options open to you in Austria, depending on your business needs and individual circumstances. If you’re undecided or not sure what the options are, this article can help you work out what might be best for you.
And if you already know that a 1 person GmbH is what you want for your business, continue reading to understand the main routes to getting your company registered.
In this blog:
- When GmbH registration gets complicated
- Get your copy of these 20 common pitfalls that international founders face whilst setting up a GmbH in Austria
The two main Limited Liability Company registration processes
If you will be the sole shareholder AND the sole managing director of the company, there are 2 options for registration you can choose from.
- Registering with the help of a notary
- Simplified company formation
Registering your company with the help of a notary
The articles of association (Errichtungserklärung), aka the founding document of your company, need a notarization.
This document contains all the fundamental rules by which your company will operate – its legal name, business purpose, how shares are transferred, etc.
For some of those, you have a lot of freedom, and for others, there are legal boundaries you need to comply with.
While every notary in Austria will be able to tell you about things you cannot include in the document, they might not be so well equipped to tell you how your business model should be reflected in your articles of association.
You will also need the notary for two more documents – a sample of your signature in your capacity as managing director, and again for the application of the company registration to the Company Register (Firmenbuch)
After you/your notary has done this, you should open a bank account and obtain a capital deposit confirmation from your chosen bank.
The final step is submitting all of the above to the Company Register. You can either do this yourself by sending the documents per post or bringing them in person, or you can let the notary take care of the submission.
Simplified company formation
Under certain conditions a one-person limited liability company can also be established completely online. This is possible
- when the single shareholder is also the single managing director,
- when the company being registered is a new company (and not a company transformation, i.e. change of the legal form, and/or shareholders)
For this purpose, you need to obtain the electronic signature called ID Austria.
Foreign citizens need an appointment at a dedicated department of the local police to be able to activate the signature.
You will also need a bank account at a local Austrian bank and deposit the required capital. The bank will send the capital deposit confirmation to the Company Register themselves.
Next, you need to register the company via the governmental platform, called Unternehmensserviceportal (Business Service Portal). The declaration of incorporation can only have the minimum legally required content, and it cannot reflect your business model. The submission to the company register is done electronically.
When GmbH registration gets complicated
In theory, the process to register a limited liability company in Austria is quite straightforward.
So, why is everyone complaining about the process?
We put together an essential checklist of the 20 ways GmbH registration in Austria fails. Have a look to see for yourself what all the complaints are about.
Click here to get your copy of these 20 common pitfalls that international founders face whilst setting up a GmbH in Austria
And maybe you thought once the company is registered with the company register, you are all set, right? Not so fast! Obtaining the appropriate business license, registering with the social security and the tax office are steps which still lie ahead of you.
If you think this all sounds like a hassle, you are not wrong. And you are not the only international business owner to think so. Figuring it out on your own can be overwhelming and time-consuming.
For a clear and proven map of the whole registration process, book a consultation with us and save yourself the headache (and the cost of avoidable mistakes).