Austria · Company formation
Company Amendments
in Austria
We file the changes an Austrian company has to report once it is registered.
- Registered facts are filed without delay
- EUR 47 application fee for each filing
- EUR 70 more to amend the articles
- A GmbH share transfer needs a notarial deed
What a company amendment is in Austria
An Austrian company has to report its own changes. The Firmenbuch records who the managing directors are and what they may sign, who the shareholders are, what the company is called, where it sits and how much capital it has. Changes to those facts are filed with the register court without delay (FBG § 10 Abs. 1). If the company does not exist yet, start with the company registration page.
The word amendment covers acts of very different weight, and that is where a foreign owner gets caught. Appointing a director is a resolution and a filing. Transferring a share in a GmbH is a notarial deed and then a filing. Changing the articles is a notarially recorded resolution that has no legal effect at all until the austrian business register enters it.
What we handle
Directors.
Appointment, removal, resignation, and a change in who signs alone and who signs jointly. We draft the resolution, collect the certified evidence and the specimen signature, and file it.
Shareholders and shares.
A GmbH transfer by notarial deed, a FlexCo transfer on a deed the notary or attorney draws, and the register filing that follows once the transfer has been proved to the company.
The articles.
Name, registered seat, object of the business, capital. We prepare the resolution for the notary and the complete consolidated wording of the articles that the court requires alongside it.
Register fields that are not in the articles.
The business address for service, the line of business, the website. These need no certified form, and they are the cheapest thing on this page to get right and the most common thing to leave stale.
A company you bought.
A ready-made or second-hand company needs the whole set at once: directors, shareholders, name, seat and object, each in its own form and most of them in one filing.
Deletion from the register.
When a company is wound up, the final deletion is filed like any other change, and the trade authority, the tax office and the social insurance body each need their own separate notice.
Every common change, what it needs and what the court charges
Fifteen changes, what each one needs before it can be filed, what goes to the register court and in what form, and what the court charges. The fees are the amounts in force from 1 August 2026.
| The change | The corporate act, and its form | What is filed, and in what form | Court fee |
|---|---|---|---|
| New managing director | shareholders' resolution; only a natural person with legal capacity may be appointed (§ 15 Abs. 1 GmbHG). The resolution itself needs no notarial deed | the appointment, without delay, with the evidence in certified form and a specimen signature signed before the court or lodged certified (§ 17 Abs. 1 GmbHG) | EUR 47, no registration fee listed |
| Director removed | revocable at any time by shareholders' resolution, without prejudice to his claims under an existing contract (§ 16 Abs. 1 GmbHG); removal for important cause by court decision (§ 16 Abs. 2) | the extinction of his power of representation, without delay. The removed director may file it himself on proof of the removal (§ 17 Abs. 2 GmbHG) | EUR 47, no registration fee listed |
| Director resigns | declared to the general meeting or to all shareholders; effective after 14 days unless there is important cause (§ 16a Abs. 1 GmbHG) | as above. A director who becomes disqualified must resign at once, and that resignation also takes effect after 14 days (§ 16a Abs. 3) | EUR 47, no registration fee listed |
| Sole or joint signing changed | a shareholders' resolution, or an amendment of the articles where the articles fix the arrangement | the type of the power of representation, which the register records together with the date it starts (FBG § 3 Abs. 1 Z 8) | EUR 47, plus EUR 70 if the articles change |
| GmbH share transfer | a Notariatsakt (§ 76 Abs. 2 GmbHG). The same form binds an agreement to transfer a share in future. The articles may make it conditional, in particular on the company's consent | the new shareholder, his contribution and the payments made on it, filed without delay once the transfer is proved to the company (§ 26 Abs. 1 GmbHG). No certified form (FBG § 11) | EUR 47, no registration fee listed |
| FlexCo share transfer | a deed drawn up by a notary or an attorney, who checks that the transfer is admissible and instructs both parties (§ 12 Abs. 1 FlexKapGG) | as above | EUR 47, no registration fee listed |
| Company name | an amendment of the articles: a shareholders' resolution, notarially recorded (§ 49 Abs. 1 GmbHG) | filed by all the managing directors, with the recorded resolution, proof that it was validly adopted, and the complete current wording of the articles under a notary's certificate (§ 51 Abs. 1 GmbHG) | EUR 47 plus EUR 70 |
| Registered seat | an amendment of the articles, the seat being a clause of them | as above | EUR 47 plus EUR 70 |
| Object of the business in the articles | an amendment of the articles | as above | EUR 47 plus EUR 70 |
| Line of business in the register | none. The Geschäftszweig is a short self-declared description, not a clause of the articles | filed without certified form, signed for the company by representatives in the number needed to represent it (FBG § 11) | EUR 47 |
| Business address for service | none. It is a register field in its own right, separate from the seat (FBG § 3 Abs. 1 Z 4) | every change filed without delay by the managing directors (§ 26 Abs. 1 GmbHG), without certified form (FBG § 11) | EUR 47 |
| Capital increase or reduction | an amendment of the articles, plus the capital rules that govern the increase or the reduction itself | the capital change, with the articles filing above | EUR 47 plus EUR 222 (Tarifpost 10 Z I lit. c Z 1) |
| Conversion under the UmwG or § 25 FlexKapGG | the conversion resolution and the procedure that belongs to it | its own filing | EUR 47 plus EUR 131 (lit. c Z 4) |
| Merger, demerger or squeeze-out | its own procedure, which is a reorganisation and not an amendment | its own filing | EUR 47 plus EUR 479 (lit. c Z 5 to Z 7 and Z 9) |
| Deletion after winding up | the winding up, which is a separate procedure | the deletion, filed like any other change of a registered fact (FBG § 10 Abs. 1) | EUR 47 |
A merger, a demerger or a conversion is a reorganisation rather than an amendment, and it is handled and taxed on its own terms: how an Austrian company reorganisation is taxed.
Court fees from the Gerichtsgebührengesetz with its Tarif, in the version in force from 1 October 2026: Tarifpost 10 Z I lit. a Z 5 for the EUR 47 application fee on a GmbH filing, and lit. c Z 1, Z 4, Z 5 to Z 7, Z 9 and Z 10 for the registration fees, every one of them raised with effect from 1 August 2026 by BGBl. II Nr. 227/2026. "No registration fee listed" is a reading of a closed list of twelve chargeable events rather than an express sentence of the tariff, so confirm the total with the register court before you budget on it.
When a change takes effect, and when it only becomes public
Two kinds of entry sit side by side in the register and they do not work the same way. An amendment of the articles has no legal effect before it is entered (§ 49 Abs. 2 GmbHG). Until the court enters it, the old name, the old seat and the old capital are still the company's, whatever the shareholders resolved and whatever the notary recorded. Anything that depends on the new state of affairs has to be planned around the entry date, not around the resolution date.
A director change is the other kind. The appointment takes effect on the shareholders' resolution and the entry publishes it. From then on the register protects the outside world rather than the company: once a person is entered as a managing director, a defect in his appointment cannot be held against a third party unless that party knew of it (§ 17 Abs. 3 GmbHG). A director who has been removed and not yet deleted is therefore a live exposure, which is exactly why § 17 Abs. 2 lets him file the deletion himself.
How the filing works
Decide which kind of change it is.
The answer sets the form, the documents and the fee. An amendment of the articles and a change to a plain register field look alike on an extract and are nothing alike to prepare.
Pass the corporate act.
A shareholders' resolution for a director or for the articles; a notarial deed for a GmbH share transfer. A resolution amending the articles has to be notarially recorded (§ 49 Abs. 1 GmbHG).
Put the evidence in the form the court needs.
Certified proof and a certified specimen signature for a director (§ 17 Abs. 1 GmbHG). No certified form at all for the shareholders, their contributions or the service address (FBG § 11).
Assemble the enclosures.
For an articles amendment that means the recorded resolution, proof that it was validly adopted, and the complete current wording of the articles carrying the notary's certificate (§ 51 Abs. 1 GmbHG).
File with the register court.
Through electronic legal communication. Sending the application or any of the documents on paper instead adds EUR 24 to the application fee (Tarifpost 10, Anmerkung 1a, in the amount in force from 1 August 2026).
Answer a Verbesserungsauftrag if one comes.
Where the filing is incomplete the court orders it remedied and sets a period. Cure it inside that period and a filing that was subject to a statutory deadline counts as made on the day it first arrived (FBG § 17 Abs. 1).
Do the filings that the entry itself starts.
The beneficial-owner register, the tax office and, where a trade licence is involved, the trade authority. The table below sets out which is which.
Not sure whether your change touches the articles?
Send us the current extract and say what you want to change. You get the form requirement, the document list and the court fees in writing.
What you will need to supply
- A current Firmenbuch extract, or the FN number so that we can take one
- The articles in the last version filed with the court
- The shareholders' resolution, or our draft of it for signature
- Identity documents and dates of birth for every new director or shareholder
- A certified specimen signature for each incoming managing director
- The notarial deed on a GmbH share transfer, or the notary who will draw it
- The new name, seat or object of the business, worded exactly as it should be entered
- The new business address for service, where that is what is changing
- Who holds beneficial ownership after the change, and through which chain of entities
- Whether the company owns Austrian land, which changes the tax position on a share deal
What the court charges, and how the two fees add up
Two fees, two different rules, and together they are the reason one bundled filing costs less than a sequence of separate ones. The application fee is payable once per filing, however many requests that filing contains (Tarifpost 10, Anmerkungen zu Z I lit. a, Z 2). The registration fee under lit. c is payable for each chargeable entry where several of the listed events apply (Anmerkungen zu Z I lit. b und c, Z 7), but the reorganisation heads are the exception: Z 9 of the same series charges lit. c Z 2 to Z 8 once however many entries follow, from the acquiring entity or the successor. And the application fee is owed whatever the outcome, including where the filing produces no entry at all (Anmerkungen zu Z I lit. a, Z 4).
Those citations name the annotation by its heading rather than by a bare number, and that is deliberate: Tarifpost 10 carries two independent annotation series, and in the footnote series at the foot of the tariff the same numbers are euro amounts. "Anm. 2" there is EUR 47 and "Anm. 4" is EUR 66.
The worked example is one filing that changes the company name (registration fee EUR 70) and increases the capital (registration fee EUR 222). The bars are drawn to scale against each other.
A. One filing, both changes
- EUR 47Application fee, payable once per filing however many requests that filing contains (Tarifpost 10, Anmerkung 2)
- EUR 70Registration fee, the articles amendment changing the name
- EUR 222Registration fee, the capital increase (Tarifpost 10 Z I lit. c Z 1)
B. The same two changes, filed separately
- EUR 47Application fee, first filing
- EUR 70Registration fee, the name change
- EUR 47Application fee again, because it attaches to the filing and not to the change
- EUR 222Registration fee, the capital increase
- The registration fee is payable for each chargeable entry where several of the listed events apply (Anmerkung 7), so bundling saves nothing on it.
- The application fee is owed whatever the outcome, including where the filing produces no entry at all (Anmerkung 4).
- Sending the application, or any document, on paper rather than through electronic legal communication adds EUR 24 to the application fee (Anmerkung 1a).
What else has a clock on it once the entry is made
A Firmenbuch entry is not the end of a change. Other authorities have their own deadlines and they run from different events, and the register court keeps one of its own for the filing that never arrives.
| Who | What has to reach them | By when | Where it says so |
|---|---|---|---|
| The beneficial owner register (WiEReG) | a change in the data reported about the beneficial owners | four weeks from knowledge of the change, and for the entity's own registered data knowledge is assumed from the Firmenbuch entry itself | WiEReG § 5 Abs. 1 |
| Finanzamt Österreich | every circumstance that establishes, changes or ends liability to income tax, corporate income tax, VAT or a tax on assets | one month, counted from the notifiable event | BAO § 120 Abs. 1 with § 121 |
| The trade authority | a new gewerberechtlicher Geschäftsführer once the previous one has left | the trade may be carried on meanwhile until the new appointment and for at most six months, and the authority must shorten that period where carrying the trade on without one is a particular danger to human life or health, or where the trade has already been exercised without one for more than six months in the two years before he left | GewO § 9 Abs. 2 |
| The register court itself | the filing that has not been made | coercive penalties of up to EUR 3,600, a further one of up to the same amount where the order is not met within two months, repeatable, and trebled against the organs of a medium-sized and sixfolded against those of a large company | FBG § 24 |
All four read at source on 17 September 2026. BAO § 120 Abs. 1 with § 121 and GewO § 9 Abs. 2 are cited by paragraph rather than linked, because this page's outbound band is already full; each was read the same day in the RIS open-data document for that paragraph, and no single link on this page stands in for more than one statute.
Problems we solve
The removed director is still in the register.
A fact that should be registered and is not cannot be held against a third party unless he knew it (UGB § 15), so until the deletion is entered the removal is the company's problem and not the outsider's. § 17 Abs. 2 GmbHG lets the departing director file it himself, which matters on both sides of a departure.
A share transfer signed in the wrong form.
§ 76 Abs. 2 GmbHG reaches not only the transfer but any agreement obliging a shareholder to transfer in future. A share purchase agreement drafted and signed abroad often does not carry the form an Austrian register court needs.
The four-week clock nobody started.
The beneficial-owner filing runs from knowledge, and knowledge of the company's own registered data is assumed from the Firmenbuch entry. The entry that finishes one job is the event that starts another.
A filing that came back.
The court orders a defective filing remedied rather than simply refusing it, and a cure inside the period it sets preserves the original date where a statutory deadline applied. The application fee is owed either way, even if nothing is ever entered.
Changes filed one at a time.
Every separate filing carries its own application fee, while the registration fee is charged per chargeable event. Where several changes can lawfully travel in one application, that is where they belong.
Have several changes to make at once?
Tell us everything that is changing. We will say what can go into a single filing and what the court will charge for it.
How this page is kept accurate
Every figure here was read on 17 September 2026 in the Federal Chancellery's open-data copy of the statute, and each one carries its paragraph, its tariff line and the gazette that set the amount. Where a conclusion is a reading of a statute rather than a sentence of one, the page says so and says what to confirm. No processing time is quoted anywhere, because no Austrian statute sets one.
Related services
Forming the company in the first place. Company Registration Austria: The Austrian GmbH covers the share capital, the founding routes open to a non-resident and the fees on a first registration.
Buying one that already exists. A ready-made company needs this entire set of filings on its first day: buy shelf company austria.
Still at the start. The prior question, can a foreigner start a business in Austria, is answered on its own page.
Frequently asked questions
What counts as a company amendment in Austria?
Any change to a fact the Firmenbuch records. That covers the managing directors and their power of representation, the shareholders and their contributions, the company name, the registered seat, the business address for service, the line of business and the share capital. FBG § 10 Abs. 1 requires every change of a registered fact to be filed with the register court without delay.
What is the procedure for changing a managing director in an Austrian company?
The shareholders pass a resolution appointing the new director or revoking the old one, and the appointment is revocable at any time (§ 15 Abs. 1 and § 16 Abs. 1 GmbHG). The change is then filed with the Firmenbuch without delay, the evidence of it goes in certified form, and a new director signs his specimen signature before the court or lodges a certified one (§ 17 Abs. 1 GmbHG).
Does a director change need a notary?
The shareholders' resolution itself does not have to be a notarial deed. What the statute requires is the form of the evidence: § 17 Abs. 1 GmbHG asks for proof of the appointment or the change in certified form, and for the new director's specimen signature either signed before the court or lodged certified. That is certification of a signature, not a Notariatsakt.
How do I transfer shares in an Austrian GmbH?
Between living persons a GmbH share transfers only by Notariatsakt, and an agreement obliging a shareholder to transfer a share in future needs the same form (§ 76 Abs. 2 GmbHG). The articles may make the transfer conditional, in particular on the company's consent. A pledge of a share is the exception: it needs no notarial deed (§ 76 Abs. 3).
Is a FlexCo share transfer different from a GmbH one?
Yes, and it is the clearest practical difference between the two forms once a company is running. An ordinary FlexCo share transfers on a deed drawn up by a notary or an attorney rather than by full notarial deed (§ 12 Abs. 1 FlexKapGG), and the notary or attorney who draws it checks that the transfer is admissible and instructs both parties on what it means.
How long does a Firmenbuch amendment take?
No Austrian statute sets a processing deadline for a Firmenbuch filing, so this page does not quote one. What is fixed is the sequence, and one protection inside it: where the court finds the filing incomplete and the defect is cured within the period it sets, a filing that was subject to a statutory deadline counts as made on the day it first arrived (FBG § 17 Abs. 1).
What does a company amendment cost in court fees?
The application fee on a GmbH filing is EUR 47 from 1 August 2026 (Tarifpost 10 Z I lit. a Z 5, BGBl. II Nr. 227/2026), and it is payable once per filing however many requests that filing contains. A registration fee is added only for the events the tariff lists, among them EUR 70 for any other amendment of the articles and EUR 222 for a change of capital. What we charge is quoted on request.
When does the change take legal effect?
It depends on the change, and this is where the two kinds part company. An amendment of the articles has no legal effect at all before it is entered in the register (§ 49 Abs. 2 GmbHG). A director's appointment takes effect on the shareholders' resolution and the entry publishes it, and once he is registered a defect in his appointment cannot be raised against a third party who did not know of it (§ 17 Abs. 3).
What happens if we do not file a change?
The register court holds whoever is obliged to file to it by coercive penalties of up to EUR 3,600, repeatable where the order is not met within two months, and trebled against the organs of a medium-sized and sixfolded against those of a large company (FBG § 24). Separately, the managing directors are jointly and severally liable for damage caused by a culpably delayed or false filing (§ 26 Abs. 2 GmbHG).
Do I have to update the beneficial owner register after a share transfer?
Almost always. A change in the reported data goes to the register within four weeks of knowledge of it, and for the entity's own registered data knowledge is assumed from the entry in the Firmenbuch itself (WiEReG § 5 Abs. 1). So the register entry starts the four-week clock rather than ending the work, which is the sequence foreign owners most often get wrong.
Can we change the registered address without amending the articles?
If it is the business address for service, yes. That address is a register field rather than a clause of the articles, the managing directors must file every change of it without delay (§ 26 Abs. 1 GmbHG), and the filing needs no certified form (FBG § 11). The registered seat is a different matter: it sits in the articles, so moving it is an amendment of them.
Which changes can be handled without anyone travelling to Austria?
The form requirement decides that, not the location of the people. Austrian company law uses three levels: no certified form for a filing about the shareholders, their contributions or the service address (FBG § 11); certified evidence and a certified specimen signature for a director filing (§ 17 Abs. 1 GmbHG); and a notarial record or a full notarial deed for an amendment of the articles or a GmbH share transfer (§ 49 Abs. 1 and § 76 Abs. 2 GmbHG). We settle the route before anything is drafted.
How is a company deleted from the Austrian company register?
The deletion is itself a change of a registered fact and is filed like any other (FBG § 10 Abs. 1), and the court may also delete an entry of its own motion where it has become inadmissible for want of an essential condition (§ 10 Abs. 2). The trade authority, the tax office and the social insurance body each need separate notice. The winding up that precedes the deletion is a separate procedure.
File your Austrian company changes
Send the current extract and say what is changing. You get the form requirement, the document list and the state fees in writing.