[ESTABLISHING A BUSINESS ENTITY IN AUSTRIA]
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Required documents for a limited liability company: 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 )
for
the
GmbH
and
the
so-called
Hauptversammlung for the AG . A limited liability 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 principle resolutions passed by the company’s general meeting in compliance with the Articles of Association of the company and the applicable laws. They must not disclose sensitive and confidential information to third parties, and they may be held personally liable for all damages caused by breaches of these obligations. Moreover, they usually must abide to a non- competition clause, which is normally part of their employment contract. As already mentioned, for joint-stock companies ( AG ) a dualistic model is compulsory. This means that the General Meeting ( Hauptversammlung ) appoints a Supervisory Board ( Aufsichtsrat ) with at least 3 members and the Supervisory Board appoints the Board of Directors ( Vorstand ). The directors are appointed for a maximum term of 5 years but may be reappointed after their term has ended. Unlike the managing directors of a GmbH , members of the Board of Directors ( Vorstand ) of a joint- stock company ( AG ) are not subject to instructions by the General Meeting or the Supervisory Board in their normal course of business. The Board of Directors ( Vorstand ) must also prepare the financial statements, which must be approved by the Supervisory Board ( Aufsichtsrat ) and then presented to the General Meeting ( Hauptversammlung ).
Articles
of
Association
•
( Gesellschaftsvertrag )
Shareholder the appointment of at least one managing director ( Geschäftsführer ) resolution on
•
• Notarized signature specimen of the managing directors ( Geschäftsführer ) and other authorised representatives ( Prokuristen ) • 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 companies the supreme body is the General Meeting: the so- called Generalversammlung
ILN Corporate Group – Establishing a Business Entity Series
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