Company formation in Austria

Company formation in Austria: the parties involved

Some steps can only be taken by a public office or a regulated profession. The rest is coordination you can buy.

Party	What it does in a formation
Notary (Notar)	Records the articles as a notarial deed and certifies the directors’ signatures for the court
Regional court	Reviews the filing and enters the company in the Firmenbuch; in Vienna, the Commercial Court
Bank	Receives the cash capital and confirms it in writing; runs the banking process for e-start-up
Business authority	Registers the trade; in Vienna, the Municipal District Office or MA 63
Tax office	Issues the tax number and the VAT identification number
Steuerberater	Tax registration, bookkeeping, payroll, annual accounts, tax returns
Lawyer (Rechtsanwalt)	Tailored articles, shareholder agreements, FlexCo share documents, permits
Corporate services provider	Coordination, document handling, business address

The articles of a GmbH have to be a notarial deed, and only the court makes the entry. A provider that promises a finished company by a fixed date is promising something it does not control.

What a formation provider takes on

A full mandate begins with the structure and ends when the company can invoice, pay staff and file returns. Expect it to include:

• Structure advice: GmbH, FlexCo, a branch of your foreign company or a holding above an operating company, and the liability and tax effects of each.
• Name check: a search for conflicting names and, if useful, the Economic Chamber’s opinion on the name before filing.
• Articles: standard wording for a one-person company, or tailored clauses for several shareholders, transfer restrictions, investor rights or FlexCo enterprise value shares.
• The notary appointment: in person, by video, or through a certified power of attorney signed abroad, with apostilles and translations arranged.
• Capital and bank: opening the account into which the cash capital is paid and collecting the bank’s confirmation.
• The court filing: the application, the directors’ specimen signatures and any professional approval the activity needs.
• Trade licence: the registration with the business authority and the appointment of a manager under trade law.
• Tax and registers: the tax office notification, the VAT number and the report to the Register of Beneficial Owners.

A foreign company that only opens a branch needs a different file: no new company, but a filing for the branch with the parent’s articles as a certified copy and, for a parent from outside the EU or EEA, a representative who habitually lives in Austria.

Matching the firm to your project

Accountanty lists 11 firms in Austria that offer company formation: 8 accounting firms, 2 corporate services providers and 1 law firm. Eight of them are small firms, 2 are medium-sized and 1 belongs to a large network.

• Accounting and tax firms fit founders who want the formation and the next years with one team. Of the 11, 10 also offer accounting, all 11 offer tax compliance and 10 run payroll.
• Law firms fit companies with several shareholders, investors, FlexCo staff equity or a regulated activity, where the articles and side agreements need real drafting.
• Corporate services providers fit groups that need coordination across countries, document handling or a business address.

Whichever you pick, the deed stays with a notary. Ask whether the provider works with a particular notary or expects you to find one.

Qualifications worth checking

Austria ties the main tasks to specific professions.

• Steuerberater. The Public Accountants Act gives tax advisers the right to give tax advice, keep the books including payroll, close the accounts and represent clients before the tax authorities. Ask who on the team holds the title and check it with their professional chamber.
• Notary and lawyer. The articles of a GmbH need a notary. For a FlexCo, the Act also lets a notary or a lawyer draw up the share transfer document, and either must check that the transfer is allowed. The business portal points to the notary search and the attorney search of the two professional bodies.
• Tax representative. A business from outside the EU that supplies in Austria without an EU establishment may need one. The Ministry of Finance lists chartered accountants, lawyers and notaries resident in Austria among those who can act.

Some firms listed in Austria state that they are members of the Chamber of Tax Advisers and Auditors (KSW). Treat such a statement as a starting point and confirm it with the chamber.

The manager under trade law: settle it before the deed

Left to the end, this question can hold up a foreign formation. A company cannot trade until it has registered its activity, and it must appoint a manager under trade law who lives in Austria, the EEA or Switzerland and, for regulated trades, proves qualifications. That person either represents the company or works for it at least half of normal weekly hours.

Ask the provider early:

• Does any shareholder or director already meet the conditions?
• Is the planned activity a free trade or a regulated one, and does it need a licence decision before trading starts?
• If an employee must be hired, who finds and contracts that person, and does payroll start at once?

If the provider does not raise the topic in the first meeting, raise it yourself.

What to bring to the first meeting

A provider can only quote for what it sees. Prepare:

• The plan: products or services, customers, where staff will work and when the first hire is due.
• The people: passport copies and private addresses of every shareholder and director; for a corporate shareholder, a current register extract, its articles and an ownership chart up to the individuals.
• The capital: the amount, the source of the money and the bank you would like to use.
• The address: where the company will have its seat and business address.
• Residence plans: whether a founder will move to Austria, which may add a Red-White-Red Card application to the work.
• The activity in detail: enough for the provider to tell a free trade from a regulated one.

How to read a company formation quote

Ask for three blocks, priced separately, so two offers can be compared line by line.

Official charges

• Notary. The fee for the notarial deed and the certified signatures. Ask for the notary’s own estimate.
• Court. The court fees consist of the filing fee and the registration fee for publication, plus the cost of certifying signatures.
• Exemptions. Ask whether your company qualifies under the New Business Promotion Act (NeuFöG), and make sure the form is presented before any charge is paid. The portal states that charges already paid will not be refunded.
• Pass-through items: apostilles, certified translations, register extracts and courier costs.

The provider’s fee

Structure advice, the articles, the notary file, the bank and court work, the trade registration and the tax and register filings. Ask what is excluded. Typical extras are tailored articles, a second shareholder, a holding layer, recruiting a manager under trade law and changes after the draft.

Recurring costs

The formation is paid once; the running costs come back every month. A useful quote prices the first two years:

• bookkeeping and the advance VAT returns, monthly or quarterly depending on turnover;
• payroll, including the manager under trade law if that person is employed;
• the annual accounts, which go to the Firmenbuch within nine months of the balance sheet date, and the corporate income tax return;
• the minimum corporate tax, owed every full quarter even before the company makes a profit;
• a business address, if you need one.

A quote request sent through Accountanty costs nothing; each firm that answers sets its own price.

Notary route or e-start-up

The electronic start-up on the government’s business portal lets a single founder who is also the sole managing director form a GmbH or FlexCo without a notary. The conditions are an ID Austria, EU, EEA or Swiss citizenship or an Austrian residence permit, a main domicile in Austria and the standard articles. Founders who meet them may need a provider mainly for the tax side. Everyone else, including founders who still live abroad, uses the notary route, and that is where a provider’s coordination saves time.

Questions to ask before you sign

• Which notary will record the deed, and when will I see the draft articles?
• Can I sign by video or through a power of attorney, and what must that power look like?
• Who will be the manager under trade law, and what happens if that person leaves?
• Are the notary’s and the court’s charges inside your quote or billed to me?
• Who files the tax office notification, the VAT number request and the beneficial owner report?
• Which person on the team is a Steuerberater or a lawyer?
• Who is my contact after the entry, and in which languages?

On language, 10 of the 11 formation firms listed offer German, 10 offer English and 2 also work in Russian.

When a foreign company is the shareholder

A corporate shareholder adds work at the parent’s end. The notary and the court need proof that the parent exists and who may sign for it: a current register extract, its articles and a board resolution approving the investment and naming the signatory, legalised and translated as required. The bank and the Register of Beneficial Owners will also want an ownership chart.

Two decisions shape the price. First, a subsidiary or a branch: a branch avoids a new company and its minimum capital, but the branch remains part of the parent company. Second, who manages the Austrian entity: a director sent from the group, a person hired in Austria, or both, since the managing director and the manager under trade law can be different people.

Services after incorporation

From the first month, the company files and pays on a schedule. Founders often stay with the formation firm or add others listed for:

• accounting and tax compliance for the books, accounts and returns;
• VAT for advance returns and cross-border invoices;
• payroll once staff are on the books;
• audit, when size or investors call for audited accounts;
• a virtual office or business address;
• residency and visas for a founder who moves to Austria.

Firms that work for clients abroad are gathered on accountants for foreign clients in Austria.

Warning signs

• No name for the notary. Without one, nobody can commit to a signing date.
• A single lump sum. It cannot be compared, and extras tend to appear later.
• Silence on the manager under trade law. The company may be registered and still unable to trade.
• A bank account promised as certain. The bank decides after its own checks.
• Tax advice from someone who is not a Steuerberater. Ask for the name and the chamber.
• No questions about you or your money. The bank will ask about identity and funds in any case, and a provider that skips the topic only postpones it.

Choosing a provider

Send the same brief to two or three firms and compare their notaries, their fee blocks, their plan for the trade licence and the people who would keep your books. The 11 formation firms listed on Accountanty are all based in Vienna. One free quote request reaches several of them: Accountanty reviews it and forwards it to firms that match your brief for company formation in Austria.