Austria is located in the heart of Europe, the country’s legal security is high, its infrastructure excellent, and perfectly trained personnel. The limited partnership with a limited liability company as a general partner in Austria can be explained as follow:
- Stock corporation
- General principles
Governing Act
The main source of law authorizing this entity is the Austrian Act on limited liability companies. The limited liability has a legal personality and there is no maximum period of existence since the limited liability is incorporated for an indefinite time though a limited period is included in the article of association.
The limited liability is guided by the article of association; shareholders and incorporators, are not generally liable for the company’s liability. They are the exception regarding the payment of the shareholders’ capital contribution and a joint liability to contribute with the other shareholders.
The governing board of limited liability is the shareholders’ meeting (Generalversammluung), and the supervisory board (Ausfsichtsrat) is voluntary that requires certain conditions.
This type of entity is featured in an international transaction in a way that acquisition of assets, equity, etc. abroad is possible without limitation. Restructuring internationally to specific legislation such as the merger of companies within the EU or according to the jurisdiction of the European court of justice such as cross-border relocations with the change of legal form is also possible.
Formation/Incorporation/Organization
The process of the formation, incorporation, or organization of a limited partnership with a limited liability company as a general partnership is outlined as follows:
Documents required
- Articles of association
- Document for the registration at the Austrian commercial register
- Appointment of at least one key official such as the managing director
- Notary
- company registers
- government authorities’ engagement
Functions of the company register
The company register ensures the regulation of entities, and there is information that must be filed at the company register office, which will also be made publicly available, and they include:
- Name of the company
- Legal form
- Registered office and business address relevant for deliveries
- Short description of the business branch
- Share capital
- The effective date of annual financial statements
- Article of association
- Managing directors and authorized representatives
- Further representatives such as authorized signatories
- Insolvency proceedings
- Liquidation
Beneficial owners of legal entities in Austria must be registered with the Austrian UBO register. Each company’s beneficial owners and reports of requested data are to be sent to the register for identification and verification.
Governance
The managing director(s) represent the company, they are responsible for all matters and act diligently toward the interests of the company. This is following the objectives provided in the articles.
Shareholders’ meeting consists of all the company’s shareholders provided with rights and responsibility of the law and the articles of association not imposed by the managing director or anybody in the company. The main duty of the shareholders is to amend the articles, appointment, and dismissing of managing directors, adoption of the financial statement, profit distributions, measures regarding the share capital, and liquidation of the company.
Articles of Association
The article of association is to be signed in the form of an Austrian notarial deed. The limited liability company is ensured to be registered with the Austrian commercial register, filings need to be notary certified, and the notary is not required in some situations such as
- Only one incorporation and a person serving as the company’s managing director is allowed
- if the share capital is at £35,000
