Obtain the confirmation from the Economic Chamber that the start-up company is really a new enterprise
Agency: Economic Chamber
A form (NeuFö2), which is available electronically on the homepage of the Austrian Ministry of Finance must be filled in and be confirmed by the Economic Chamber. The Neufö applies to the company formation and to the transfer of businesses.
Procedure 1 is optional but it can lead to exemption from paying certain publicly levied fees and taxes. If certain requirements are met, the following fees and taxes will be waived:
- Stamp duties and certain administrative fees.
- Real estate transfer tax.
- Charges for new entries registration in the commercial register and the cadastral register.
- For 1 year, certain ancillary wage costs borne by the employer in addition to social security contributions.
Depending on the requested exemptions, companies must obtain confirmation by certain public bodies (Chamber of Commerce or Social Security Organization) that the application form has been completed, after receiving counseling by that body concerning the scope and applicability of the law.
Time and cost: 1 day, no charge
Notarize the statutes/articles of association or the declaration of establishment
Agency: Notary
The articles of association (Gesellschaftsvertrag), which must be executed before a notary by notary deed (Notariatsakt), must include the following: name, seat, scope of activities, capital and initial contribution by each shareholder. According to the Federal Act on Electronic Company Formation at the Notary it is now possible to use electronic communication tools to notarize the Articles of Associations.
Cost will depend on the authorized share capital and are subject to negotiation with the notary public.
Time and cost: 1 day, about EUR 2,000 (There is an official fee schedule (“Notariatstarifgesetz”) which is regarded as a maximum amount for notary fees. The notary fees are usually subject to negotiations.)
Deposit the minimum capital requirement
Agency: Bank or notary
The confirmation fee depends on the bank, ranging from EUR 0 to about EUR 30.
Time and cost: 1 day, no charge
Register the company at the local court (Handelsgericht)
Agency: Local Commercial Court
The application for registering an Austrian limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) must be accompanied by the following documents:
- Declaration of establishment notarized;
- Articles of association;
- A declaration (accompanied by a banker’s confirmation) that the demanded amount of primary deposit, to be paid in cash, has been paid;
- Evidence that the free disposability of the paid primary deposit by managing directors is not restricted by counterclaims;
- Specimen signatures of the managing directors.
If the court has doubts about the company name, it may request an opinion from the Chamber of Commerce. A GmbH comes into legal existence upon registration in the commercial registry.
The fixed application fee (court fee) amounts to EUR 34. Individual entries fees can be applied depending on the information to be registered (company name, place of establishement, shared capital, etc). These entries fees can be exempted in case the company is granted with the Procedure 1 exemption.
Public notaries and lawyers are obliged to file any petition as well as related documents, deeds, etc. in electronic form. Otherwise the cost in paper is EUR 52.
Since January 15, 2018, all Austrian legal entities are required to disclose information about beneficial owners. Limited liability companies are exempted from the notification if all partners are natural persons. If no shareholder holds more than 25% of shares, the managing directors registered in the commercial register will be registered by the Federal Institute of Statistics Austria as beneficial owners. If another natural person exercises direct or indirect control over the management of the limited liability company, the limited liability company shall report it in accordance with the Austrian Beneficial Register Act.
Time and cost: 6 days, EUR 34
Tax Office registration (obtain a VAT number)
Agency: Tax Office
The commercial register automatically informs tax authorities of the registration of new companies. In turn, tax authorities usually respond by requesting that the company file for tax registration. Registration is not available online, several forms must be printed, filled out, and sent by postal mail together with the articles of association, the opening balance sheet, an excerpt of the company register, an identification card of a managing director, and a specimen signature sheet of the representatives.
The VAT number is usually issued simultaneously with the tax identification number. The statutory deadline to obtain a tax number is 1 month. Frequently tax authorities extend an introductory visit to those companies intending to engage in business activities that are eligible for the filing of VAT returns.
Once registered companies can submit all of their tax returns online, via the website: https://finanzonline.bmf.gv.at/
Time and cost: 12 days, no charge
Register trade (Gewerbeanmeldung) with the trade authority (Bezirksverwaltungsbehörde)
Agency: Trade authority
If permission is mandatory, completion of procedures takes longer, depending on the requirements and authorities involved (e. g., the production of hazardous goods requires proof of special qualifications of management and approval and control of the production site). Companies can register in person, by postal mail, or online.
Time and cost: Less than 1 day (online procedure, simultaneous with previous procedure), no charge
Register employees for social security
Agency: Social Security
Upon registering in the commercial register, companies with employees must apply for an employer’s account number (Dienstgeberkontonummer) electronically via ELDA, the data transmission interface of the statutory health insurance office (Gebietskrankenkasse). In practice, the employer applies for a new account number via ELDA (under the menu item, Online-Services [Kontonummeranforderung]) before a new employee is registered with the statutory health insurance office.
Health insurance is obligatory: every new employee must be electronically registered with the statutory health insurance office prior to and no later than the day of employment. Unless the company does not own a computer, the employee must be registered via ELDA. Moreover, the employer must automatically extend obligatory health insurance upon entry. On being registered with the statutory health insurance office, the employee is automatically registered for accident insurance and retirement insurance as provided by law. No further registration is needed. By data transmission, the employee is immediately registered with the competent statutory health insurance office (social insurance office). The employer instantly receives a “sent” report and a confirmation of registration.
Time and cost: Less than 1 day (online procedure, simultaneous with previous procedure), no charge
Register with the municipality
Agency: Municipality
Municipalities levy community taxes on all businesses. In addition, particular activities (e.g., organizing a public event) may trigger municipal stamp duties or other minor duties and taxes.
Time and cost: 1 day (simultaneous with previous procedure), no charge
