AES Consulting supports clients through all stages of establishing a joint-stock company (AG) in Austria—from preparing incorporation documents and notarization to opening a bank account, tax registration, and accounting. We help foreign investors set up a business in Austria quickly, legally, and without bureaucracy.
A joint-stock company (AG) is an independent legal entity with its own rights and obligations, with share capital divided into a specified number of shares. Shareholders are never personally liable for the company’s debts. The AG is a practical legal form for medium and large businesses in Austria.
The AG can have one or several founders (individuals or legal entities) who acquire their shares according to their contributions. Shareholder names are not published in any public register, so investor participation can remain confidential.
The AG’s organizational structure consists of three governing bodies:
The management board is the governing body of the AG, responsible for leadership in both strategy and operations. It may be composed of one or several people and is answerable to the supervisory board. Main duties include preparing the annual accounts, the business report, and calling the annual general meeting. No member may serve simultaneously on the supervisory board.
The supervisory board of an Austrian joint-stock company (AG) is elected by the general meeting. It may remain in office no longer than until the end of the general meeting that resolves on the discharge for the fourth financial year following its election. The supervisory board appoints and removes the members of the management board and supervises the management board; it does not conduct day-to-day business itself. By law, it must be composed of at least three members, while further qualification and independence requirements may result from the articles of association or the corporate governance rules.
The general meeting is the central body representing the shareholders of a joint-stock company. It is held at least once a year and is usually convened by the management board (not by the supervisory board, except in certain special cases provided by law).
The general meeting decides on the company’s fundamental matters, in particular:
For a valid general meeting, a notarial record is required by law. Resolutions are generally adopted by a simple majority of votes, unless the law or the articles of association provide for qualified majorities (for example, for amendments to the articles of association or structural measures).
The minimum share capital of an Austrian joint-stock company (AG) is 70,000 €. It is divided into shares, which may be structured either as par-value shares or as no-par-value shares (for par-value shares, the minimum nominal value is 1 €). The shares are subscribed by the founders, thereby providing the share capital. The company comes into existence upon its registration in the commercial register, once the required contributions have been made.
To begin operation, the charter must be notarized and entered into the commercial register.
The registration application requires the personal signature of the chairman and all board members and shareholders; this cannot be delegated.
All notarized documents are submitted to court for registration.
The charter must include:
A joint-stock company (AG) is only deemed to be formed and to have legal capacity once it has been entered in the commercial register.
When a joint-stock company is founded in Austria, notarial and court fees are incurred for preparing the formation documents and registering the company in the commercial register. In addition, there are costs for the legally required publication of the register entry in the edict portal. There is no longer any capital transfer tax or other percentage levy on the contributed capital. The AG only comes into legal existence upon its registration in the commercial register.
Steps of AG Formation
