Stock corporation (Aktiengesellschaft or AG)
- In theory, unlimited number of shareholders (limited only by the number of shares as 1 share must correspond to at least EUR1).
- Generally, there is no personal liability of the shareholders.
- Taxed on its earnings at a corporate level and shareholders are taxed on any distributed dividends.
- Minimum stated capital: EUR70,000; 1 share must at least correspond to EUR1.
- Two-tier board system: the management board is responsible for the day-to-day management, the supervisory board supervises management and grants its consent (in some cases mandatory) to certain business and transactions.
- Typical charter documents include: articles of incorporation, standing orders and organizational resolutions by the management board, the supervisory board and the AGM/EGM. Shares must be registered shares (except for listed entities which must (in nearly all instances) have bearer shares); therefore, a share register is required.
- Shareholders typically purchase stock in the corporation. Usually common stock but rarely preferred stock.
- Annual financial statements must be audited by an auditor and filed with Austrian companies registry.
Flexible Company (Flexible Kapitalgesellschaft, FlexKapG)
Unlimited number of shareholders allowed (limited only by the number of shares since 1 share must at least correspond to EUR1).
Taxed on its earnings at a corporate level and shareholders are taxed on any distributed dividends. Minimum stated capital is EUR10,000; 1 share must at least correspond to EUR1. In addition to shares in the company, corporate participation value certificates may be issued which allow for a participation in the balance sheet profits.
1-tier management or 2-tier board system, depending on the size of the company. The management is responsible for the day-to-day management. The supervisory board, if established, supervises management and grants its consent (in some cases mandatory) to certain business and transactions.
Typical charter documents include:
- Articles of incorporation
- Standing orders and
- Organizational resolutions by the management board (if applicable), the supervisory board and the AGM/EGM.
The shares of each shareholder is registered with the Austrian companies registry. Holders of corporate participation value certificates are not registered with the Austrian companies register.
Depending on the size (established by the balance sheet total, turnover and number of employees), annual financial statements must be audited by an auditor and filed with the Austrian companies registry. Holders of corporate participation value certificates have no voting right in the AGM/EGM.
Limited liability company (Gesellschaft mit beschränkter Haftung, GmbH)
Unlimited number of shareholders allowed (limited only by the number of shares since one share must at least correspond to EUR70).
Taxed on its earnings at a corporate level and shareholders are taxed on any distributed dividends Minimum stated capital: EUR35,000; 1 share must at least correspond to EUR70.
One-tier management or two-tier board system, depending on the size of the company: the management is responsible for the day-to-day management; the supervisory board, if established, supervises management and grants its consent (in some cases mandatory) to certain business and transactions.
Typical charter documents include:
Articles of incorporation
Standing orders and
Organizational resolutions by the management board, if applicable, the supervisory board and the AGM/EGM. The shares of each shareholder is registered with the Austrian companies registry.
Depending on the size (established by the balance sheet total, turnover and number of employees), annual financial statements must be audited by an auditor and filed with the Austrian companies registry.
