ESTABLISHING A GMBH (Limited Liability Company)

Establishment of a GmbH in Austria

AES Consulting helps foreign entrepreneurs register a GmbH (LLC) in Austria. We handle all formalities—articles of association, notary, invoice, taxes, and accounting. It’s a legal, transparent, and fast way to start a business in Europe.

In Austria, the GmbH sets the gold standard for business. This is the structure for visionaries — whether solo or partnering up. The GmbH is founded by one or more individuals or legal entities. Share capital is divided into quotas and, crucially, each member’s liability is capped at the value of their share — not a cent more. No surprise: GmbH is the top choice for those who value smart risk management and flexible growth.

Licenses for Specific Activities

Some sectors require a trade license (Gewerbeschein), granted exclusively to an Austrian/EU resident who serves as managing director or is employed at least 20 hours per week. For “regulated trades,” documentation of qualifications or work experience is required; for “free trades,” registration is enough — no exams, no red tape.

Incorporation Documents

Every GmbH rests on a rock-solid statute. Drafted by a lawyer and notarized, it’s signed by all founders either in person or via certified power of attorney. Multiple founders require an article of association; single founders submit a sole establishment declaration.

Management

Management is in the hands of one or more managing directors — these may be shareholders or external professionals, appointed and dismissed anytime by decision of the general meeting. Directors follow shareholders’ instructions by law. Only larger GmbHs (over EUR 70,000 capital, and more than 50 owners, or over 300 employees) need a supervisory board.

GmbH Participants

Austria’s GmbH is open to all — private individuals, businesses, residents or global players:

  • It can be set up by just one founder — ultimate freedom for visionaries.
  • Any citizen or corporation can join — Austria is proudly open to international capital!
  • Certain decisions, such as share transfers or structural amendments, always require notarization; changes are registered with the commercial court.
  • Annual general meetings are mandatory; extraordinary meetings are convened as required by the charter or for company interests.
  • Every member’s rights — profit share, transparency, voting, direct involvement in governance — are fully protected by law (§ 82 of the Austrian GmbH Act).
  • Share nominal values can vary and all updates are promptly entered into the commercial register.
  • Ownership transfer is only valid when registered and notarized.

Formation Steps

  • Draw up and sign the incorporation agreement at a notary
  • Deposit the share capital in the company’s account
  • Apply for entry into the commercial register

Registration Process

  • Заключение договора об учреждении общества между участниками и подписание его участниками в присутствии нотариуса;
  • внесение суммы уставного капитала на счет компании;
  • подача заявления о регистрации общества в торговый реестр.

Registration Process

  • Secure a certificate from the Austrian Economic Chamber (online)
  • Notarial certification of documents
  • Open a bank account and deposit capital
  • Court registration in the commercial register
  • Tax office registration (VAT number)

Meanwhile:

  • Register the business with the district authority
  • Register staff with social security
  • Municipality registration

Financial Reporting & Audit

Annual filings with the tax authority are mandatory. Audit is required if at least one of the following is met:

  • Balance sheet exceeds EUR 25 million
  • Turnover of EUR 50 million in the previous year
  • Average staff: at least 250

Taxation

  • Corporate income tax: 23%
  • Minimum tax: EUR 500/year
  • Dividends taxed at 27.5%
  • Wages subject to wage/income tax
  • Bonuses: subject to corporate tax

Dissolution

Dissolution may be triggered by a range of personal or business motives — retirement, death, insolvency, exit of the last shareholder, merger, and more. The members jointly appoint a liquidator and register each step. The process concludes with the removal from the commercial register and authoritative end to the company’s existence.

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