[ESTABLISHING A BUSINESS ENTITY IN AUSTRIA]
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- Shareholders who hold at least one third of the share capital alone or jointly may appoint a minority representative to the Supervisory Board ( Aufsichtsrat ).
like the aforementioned rights in the limited liability company ( GmbH ). 5. Employment Law 5.1. Employment of foreign citizens The employment of foreign citizens is subject to various restrictions and controls under the Employment of Foreign Citizens Act ( Ausländerbeschäftigungsgesetz , AuslBG ), which forms the basis for the access of foreign workers to the Austrian labour market. The AuslBG aims to regulate the ordered access of foreign workers to the Austrian labour market and ensures that they are employed under proper working conditions and wages. Employment of EU/EEA Nationals: For nationals of EEA member states and Switzerland, the rules of free movement of workers apply substantially in the same way as for citizens of EU member states. EU/EEA nationals have free access to the Austrian labour market according to EU law and require no employment or working permit. EU/EEA citizens who wish to stay longer than three months in Austria only need a registration certificate. This is issued by the competent residence authority. Employment of Non-EU/EEA Nationals: According to the AuslBG workers from third countries (non-EU/EEA countries) require – as mentioned above – a combined work and residence permit to be granted long- term access to the labour market in Austria. Such a permit enables them to work for a specific employer (e.g. with a so- called Rot-Weiß- Rot-Karte ) or grants free access to the labour market (e.g. with a so-called Rot-Weiß-Rot- Karte Plus ). It can be noted here that issuing such a work visa is made easier if a highly qualified and well-paid worker is to be recruited.
Shareholders capital contributions amount to (i) 10% of the share capital or (ii) the nominal amount of EUR 700,000 or (iii) a lower amount stipulated in the Articles of Association ( Gesellschaftsvertrag ) alone or jointly are entitled to the following minority rights: o Appointment of an expert for a special audit of the annual financial statements; o Assertion of claims to which the company is entitled against whose
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shareholders, managing directors ( Geschäftsführer ) and members of the Supervisory Board ( Aufsichtsrat ); o Appointment and dismissal of liquidators for cause. - Shareholders who hold at least 5% of the share capital or the proportionate amount of EUR 350,000 alone or jointly have the following minority rights: o Appointment of auditors; o Audit of the annual financial statements during liquidation. Further minority rights result from the majority requirements for shareholder resolutions. Resolutions which require a majority of three quarters of the cast votes, e.g. amendments to the Articles of Association ( Gesellschaftsvertrag ), can be prevented by more than 25% of the cast votes (blocking minority). It may be noted that the rights of minority shareholders in joint-stock companies ( AG ) are
ILN Corporate Group – Establishing a Business Entity Series
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