The Austrian Federal Ministry of Justice (BMJ) has submitted the Company Law Digitalisation Act for review designed to implement European Company Law Digitalisation Directive 2019/1151. It provides for a new date at which entries in the company register are deemed to have been officially published; also, simplifications for sole proprietors as well as free brief information from the company register are in the pipeline. In the future, the share capital of a GmbH (private limited company) can be paid into an EEA account.
Amendments to the publication of company register entries
Company register entries shall be deemed to have been published at the beginning of the date of entry (Section 32 (1) of the Austrian Register of Company Names Act; § 32 Abs 1 FBG). The entry date is the date on which an entry in the database of the company register is transferred from the working part to the actual main ledger. This is usually the calendar day following entry at 0:00 hours.
The current exemption from obligation to publish company register entries for sole proprietors and registered partnerships (Art XXIII Sec 15 of the Austrian Register of Company Names Act; Art XXIII Abs 15 FBG) no longer applies. Instead, there will exist an obligation to publish this information in the Edict File (but not in the Wiener Zeitung). The obligation to publish this information in the Wiener Zeitung for other companies will be removed at a later date, according to the commentary.
In the future, entries in the commercial register by sole proprietors within the meaning of section 8(1) of the Austrian Commercial Code (§ 8 Abs 1 UGB) will no longer require verification if they are made via an online form using an electronic identity check system. This also applies to the attached signature of a person’s name (Section 11(3) Austrian Commercial Code amended; § 11 Abs 3 UGB neu). However, this exception explicitly applies only to the sole proprietor’s personal signature, while the sample signature of another person who is authorised to represent the company must still be verified.
In the future, decisions on applications concerning a first-time registration of a legal entity or a branch office in the commercial register shall be made as swiftly as possible (within 5 days). If this is impossible, the applicant shall be informed immediately (Section 20a amended, Austrian Register of Company Names Act; § 20a FBG neu).
Free Quick Reference
In the future, a free quick reference will be provided for individual queries from the company register, including a.o. information on the company name and legal form, registered office, company register number, Internet address, name and date of birth of the sole proprietor or persons authorised to represent the company, and the beginning and type of power of representation (Section 34 (1b) Austrian Register of Company Names Act; § 34 Abs 1b FBG neu).
When founding a GmbH (private limited company), it will be possible to deposit the required share capital into an account of a financial institution within the European Economic Area. Previously, funds were only permitted to be deposited into a domestic account (Section 10 (2) Austrian Limited Liability Companies Act amended; § 10 Abs 2 GmbHG neu).
In addition, the Court Fees Act will be amended extensively.
These changes are scheduled to enter into force on 1 October 2022.