The Austrian Company Law Digitalisation Act 2022
(Gesellschaftsrechtliches Digitalisierungsgesetz 2022) comes into
force on 1 October 2022. This law transposes parts of the so-called
Digitalisation Directive of the European Union (Directive (EU)
2019/1151) regarding the use of digital tools and processes in
company law into Austrian law.
The following aspects of the Austrian Company Law Digitalisation
Act 2022 are noteworthy for the daily corporate and VC
practices:
- Five business days for registering new legal entities with the
commercial register: courts have to decide on applications
concerning the foundation of a legal entity or branch office as
soon as possible. If the court cannot reach a decision within five
business days, the applicant must be informed and the court has to
provide a reason for the delay.
- Free access to short form commercial register information:
brief details pertaining to certain information registered with the
commercial register has to be provided free of charge. This
information includes the company name and legal form, the
company's seat and address, company register number, internet
address, name and date of birth of the sole proprietor or name and
date of birth of the authorised representatives in case of a legal
entity registered with the commercial register.
- Payment of share capital to banks located in the European
Economic Area (EEA): when founding an Austrian limited liability
company (GmbH), in future it will also be possible to pay the
required share capital into the account of a bank located in the
European Economic Area. Previously, the share capital had to be
paid into the account of an Austrian bank or into an escrow account
maintained by a notary public.
- Elimination of and changes to certain fees payable to the
commercial register courts: there is a considerable change in the
fees to be paid to the commercial register courts in case of
applications. The good news is that, in future, there will be no
fees payable to the commercial register courts for (i) filing the
annual financial statements, (ii) registrations of managing
directors and (iii) registrations in relation to the shareholders
of a company.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
