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no charge if exemption is granted under Procedure 1; otherwise stamp duties vary depending on the type of trade intended and whether the trade and/or profession only requires registration or it requires permission by authorities (i.e. particular professio
Obtain the confirmation from the Economic Chamber that the start-up company is really a new enterprise
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
A form (Neufö 1 or NeuFö 3), which is available electronically on the homepage of the Austrian Ministry of Finance) must be filled in and be confirmed by the Economic Chamber. The Neufö applies to the company formation (since May 1, 1999) and to the transfer of businesses (since December 31, 2001).
Procedure 1 is optional, but it can lead to exemption from paying certain publicly levied fees and taxes. If certain requirements are met, the following fees and taxes will be waived: - Stamp duties and certain administrative fees. - Real estate transfer tax. - Charges for registration in the commercial register and the cadastral register. - Capital transaction tax (1% of nominal capital). - For 1 year, certain ancillary wage costs borne by the employer in addition to social security contributions.
Depending on the requested exemptions, companies must obtain confirmation by certain public bodies (Chamber of Commerce or Social Security Organization) that the application form has been completed, after receiving counseling by that body concerning the scope and applicability of the law.
Procedure 2.
Notarize the statutes/articles of association or the declaration of establishment
Time to complete:
4 days
Cost to complete:
EUR 1,500
Name of Agency:
Comment:
The articles of association (Gesellschaftsvertrag), which must be executed before a notary by notary deed (Notariatsakt), must include the following: name, seat, scope of activities, capital and initial contribution by each shareholder. Notarisation time ranges from 2 to 5 days.
Procedure 3.
Deposit the minimum requirement of cash capital in the bank
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
The confirmation fee depends on the bank, ranging from EUR 0 to about EUR 30.
Procedure 4.
Registration at the local court (Handelsgericht) and publish an announcement of formation in the Wiener Zeitung
Time to complete:
7 days for entry into register, 1-2 weeks for announcement
Cost to complete:
EUR 202
Name of Agency:
Comment:
The application for registering an Austrian limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) must be accompanied by the following documents: notarized declaration of establishment; articles of association; a declaration (accompanied by a banker's confirmation) that the demanded amount of primary deposit, to be paid in cash, has been paid; evidence that the free disposability of the paid primary deposit by managing directors is not restricted by counterclaims; specimen signatures of the managing directors; and confirmation by the tax authorities that the capital transaction tax on the formation has been paid or is guaranteed. If the court has doubts about the company name, it may request an opinion from the Chamber of Commerce. A GmbH comes into legal existence upon registration in the commercial registry.
The following company information, among others, is listed and published in the commercial register: corporate name, seat and address, capital, and scope of business. As of 2007, it is no longer necessary to file and publish a list of the shareholders, managing directors, and board of directors. Only the notarized documents that show appointment of the managing directors and the board of directors must be submitted. Court fees (unless exemption is obtained under Procedure 1, as assumed) can vary and depend on the number of registered elements (e.g., EUR 25 per director). A fixed application fee of EUR 27 per application applies for limited liability companies regardless of the application contents. The EUR 27 service fee is for the electronic filing of deeds. This service has been available since January 1, 2007, and will be compulsory by July 1, 2007. The registration court sends the incorporation announcement to the Wiener Zeitung (Federal Gazette). The publication fee ranges from EUR 150 to EUR 200.
On January 1, 2007, the revised version of the Electronic Legal Relations (Verordnung über den elektronischen Rechtsverkehr, an edict that provides for electronic transmission of applications or petitions and automatic transfer of procedure data to the automation of justice procedures) came into effect. Since that date, all notaries can file the necessary documents electronically and since July 1, 2007 all Civil Law Notaries were able to file petitions to the Commercial Register electronically.
Procedure 5.
Register trade (Gewerbeanmeldung) with the trade authority (Bezirksverwaltungsbehörde)
Time to complete:
1 day
Cost to complete:
no charge if exemption is granted under Procedure 1; otherwise stamp duties vary depending on the type of trade intended and whether the trade and/or profession only requires registration or it requires permission by authorities (i.e. particular professio
Name of Agency:
Comment:
If permission is mandatory, completion of procedures takes longer, depending on the requirements and authorities involved (e. g., the production of hazardous goods requires proof of special qualifications of management and approval and control of the production site). Companies can register in person, by postal mail, or over the Internet.
Procedure 6.
Tax Office registration (obtain a VAT number)
Time to complete:
12 days
Cost to complete:
no charge
Name of Agency:
Comment:
The commercial register automatically informs tax authorities of the registration of new companies. In turn, tax authorities usually respond by requesting that the company file for tax registration. One of the following forms must be filed with the tax authority: Form 15, 16, or 24 (available at www.bmf.gv.at/), and the articles of association, the opening balance sheet, an excerpt of the company register, an identification card of a managing director, a specimen signature sheet of the representatives must be filed as attachments. The authority issues the tax number within 10 to 14 days. The VAT number is usually issued simultaneously with the tax identification number. The statutory deadline to obtain a tax number is 1 month. Frequently tax authorities extend a “welcome visit” to those companies intending to engage in business activities that are eligible for the filing of VAT returns.
Procedure 7.
Register employees for social security
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Upon registering in the commercial register, companies with employees must apply for an employer's account number (Dienstgeberkontonummer) electronically via ELDA, the data transmission interface of the statutory health insurance office (Gebietskrankenkasse). In practice, the employer applies for a new account number via ELDA (under the menu item, Online-Services [Kontonummeranforderung]) before a new employee is registered with the statutory health insurance office.
Health insurance is obligatory: every new employee must be electronically registered with the statutory health insurance office prior to and no later than the day of employment. Unless the company does not own a computer, the employee must be registered via ELDA. Otherwise, this may be done by mail or by fax. Moreover, the employer must automatically extend obligatory health insurance upon entry. On being registered with the statutory health insurance office, the employee is automatically registered for accident insurance and retirement insurance as provided by law. No further registration is needed. By data transmission, the employee is immediately registered with the competent statutory health insurance office (social insurance office). The employer instantly receives a “sent” report and a confirmation of registration.
Procedure 8.
Register with the municipality
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Municipalities levy community taxes on all businesses. In addition, particular activities (e.g., organizing a public event) may trigger municipal stamp duties or other minor duties and taxes (e.g., advertising fees [Werbeabgaben]).
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