[ESTABLISHING A BUSINESS ENTITY IN AUSTRIA]
46
4.2 Audit requirements In the first five months of the financial year, limited companies ( GmbH, AG ) and hidden limited companies ( GmbH & Co KG ) must prepare and submit the annual financial statements, together with the accompanying notes, a management report and, if applicable, a corporate governance report (e.g., large joint-stock companies) and a report on payments to government agencies for the preceding financial year, to the members of the Supervisory Board ( Aufsichtsrat ) (if there is one). In the following cases a statuary audit is mandatory:
A company is considered large if two of the above-mentioned criteria are exceeded (total assets exceed EUR 10 million, turnover exceeds EUR 40 million and average number of employees exceeds 250). 4.3 Minority shareholder rights and protection The rights of minority shareholders shall be explained in this chapter on the basis of the legal framework regarding the limited liability company ( GmbH ). Shareholders are entitled to the following minority rights, depending on the percentage of equity held: - Shareholders who hold at least one third of the share capital alone or jointly may appoint a minority representative to the Supervisory Board ( Aufsichtsrat ). - Shareholders whose 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 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;
Joint-stock companies ( AG )
•
Banks,
insurance
companies
and
•
investment funds
• Large and medium sized limited liability companies ( GmbH ) In comparison, small and very small companies are only obliged to submit limited financial information to the Commercial Register ( Firmenbuch ). A company is considered small if at least two of the following criteria are met:
• Total assets are lower than EUR 5 million
Turnover is below EUR 10 million
•
• Average number of employees is less than 50 A company is considered medium-sized if at least two of the following criteria are met: • Total assets are between EUR 5 million and 10 million • Turnover is between EUR 10 million and 40 million • Average number of employees is between 50 and 250
ILN Corporate Group – Establishing a Business Entity Series
Made with FlippingBook Ebook Creator