[ESTABLISHING A BUSINESS ENTITY IN AUSTRIA]
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All applications to the Commercial Register ( Firmenbuch ) must be notarized. The limited liability company as well as the FlexCo demand a minimal amount of stock capital of EUR 10,000 and the joint-stock company EUR 70,000. Furthermore, there are certain criteria as to how the stock capital must be composed. Generally, a company comes into legal existence upon its registration in the Commercial Register ( Firmenbuch ). Sole proprietorships do not have to be registered unless they exceed a certain business turnover of more than EUR 700,000 in two consecutive years or more than EUR 1.000,000 in one year. Insurance Requirements: Within the first month the managing directors ( Geschäftsführer ) ( GmbH ) or partners ( OG, KG ) must be registered with the Commercial Social Insurance Fund. Before employing anyone, a notification must be sent to the Austrian Health Insurance Fund ( Österreichische Gesundheitskasse ). Also, within the first month the commercial activity must be reported to the local fiscal authorities to receive a taxpayer identification number. Required documents for a limited liability company (example): The following documents must be presented to the Commercial Register ( Firmenbuch ) for the incorporation of a limited liability company ( GmbH ): • Application for registration in the Commercial Register ( Firmenbuch )
• Notarized signature specimen of the managing directors ( Geschäftsführer ) and other authorised representatives ( Prokuristen ) • Affidavit of the managing director ( Geschäftsführer ) that they have not been sentenced to more than 6 months imprisonment by any court in Austria or abroad • Bank confirmation that the initial contributions have been paid into the agreed amount in cash and that they are at the free disposal of the managing directors ( Geschäftsführer ) and are especially not limited by any claims • Resolution of the shareholders in notarized form regarding the election of the Supervisory Board ( Aufsichtsrat ) (if applicable) • Resolution of the Supervisory Board ( Aufsichtsrat ) regarding the election of a chairman and the deputy chairman (if applicable) 4. Governance,regulation and on-going maintenance 4.1. Corporate governance Corporate governance of course varies by the type of the company. For limited liability companies the supreme body is the General Meeting: the so-called Generalversammlung for the GmbH and the so-called Hauptversammlung for the AG . Any limited company ( GmbH ) is obliged to have a General Meeting ( Generalversammlung ) and one or more managing directors (and in some cases a Supervisory Board ( Aufsichtsrat ) which may also be established voluntarily). Managing directors ( Geschäftsführer ) must act with due diligence and follow the principal resolutions passed by the company’s general
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( Gesellschaftsvertrag )
Shareholder the appointment of at least one managing director ( Geschäftsführer ) resolution on
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ILN Corporate Group – Establishing a Business Entity Series
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