Austria · Registers and office
Nominee Director
in Austria
A disclosed, documented arrangement that survives a bank, an auditor and the register court.
- The register records the arrangement, its designation and its date: WiEReG § 5 Abs. 1 Z 3b
- The nominee carries a duty of their own, not the company's: WiEReG § 4a
- The office carries GmbHG § 25 whatever the agreement between you says
- The GmbH Act sets no residence requirement for a managing director
What a nominee director is in Austria, and why the law has a word for it
Austria did not leave this to practice. Since 1 January 2025 a Nominee-Direktor exercises an entity's management function in their own name on a nominator's instructions, and a Nominee-Vereinbarung is any formal or informal arrangement to act for a nominator (WiEReG § 2a, BGBl. I Nr. 136/2017 as amended by BGBl. I Nr. 151/2024).
The legislature defined the arrangement and attached duties to it rather than prohibiting it, and the same paragraph says a natural person is not a beneficial owner merely by being a nominee or a nominee director (§ 2a Abs. 2). Nobody writes that sentence about a thing the law forbids.
The arrangement is recorded. That is the design, not a defect
The duty that decides whether an arrangement is workable is WiEReG § 4a, in force the same day. A nominee must hold adequate, accurate and current information on their nominator's identity and on the nominator's own beneficial owners, disclose that and their own status to the entity, and produce it to obliged entities and the § 12 Abs. 1 authorities on request. Because § 4a applies § 3 Abs. 1 to 3, the review runs at least annually and the file is kept five years.
That is a standing duty rather than a form. The person in the chair has to establish who you are and who owns you before they sit down. What the register holds is the austria beneficial ownership register; the public file is the austrian commercial register.
| What is recorded | Where | Who may see it | Provision |
|---|---|---|---|
| The managing director's name and date of birth, and the start and type of their power of representation | Firmenbuch | anyone | FBG § 3 Abs. 1 Z 8 |
| The shareholders' names and dates of birth, their contributions and the payments made on them | Firmenbuch | anyone | FBG § 5 Z 6 |
| That an arrangement relevant to determining beneficial ownership exists | beneficial owner register | obliged entities, and anyone proving a legitimate interest | WiEReG § 5 Abs. 1 Z 3a |
| The arrangement's designation and date, and name, date and place of birth, nationality, residence and photo-ID details for every nominee, nominee director and nominator | beneficial owner register | the same | WiEReG § 5 Abs. 1 Z 3b |
| The nominator's identity and the nominator's own beneficial owners, held by the nominee and produced on request | no register; held by the nominee | the entity, obliged entities, the § 12 Abs. 1 authorities | WiEReG § 4a |
WiEReG as amended by BGBl. I Nr. 151/2024: § 2a and § 4a in force 1 January 2025, and the nominee fields of the filing, § 5 Abs. 1 Z 3a and Z 3b, in force 1 October 2025 (§ 19 Abs. 11 Z 3), applying to filings transmitted after 30 September 2025. FBG in force from 1 January 2024. Three records, three audiences, none showing all of it.
What this service includes
The structure read before anyone is appointed.
Who instructs whom, what that makes each person under § 2a, and whether you need a nominee at all.
The § 4a file.
Identifying the nominator and the nominator's own beneficial owners to the standard the provision sets. A nominee who cannot produce it on request is committing an offence in their own person.
The arrangement as a document with a designation and a date.
An informal understanding is still a Nominee-Vereinbarung under § 2a Abs. 1 Z 4, but § 5 Abs. 1 Z 3b files both, so an undocumented one cannot be filed correctly.
The appointment and the register entry.
The shareholders' resolution, the filing, and the Firmenbuch entry under FBG § 3 Abs. 1 Z 8.
The beneficial owner filing, or the handover.
We prepare it, or hand the file to the party representative who transmits it, and say which before you commit.
The year after, and the exit.
The annual review § 4a imposes, the five-year file, the change filings, and the exit.
Nominee director or nominee shareholder: two arrangements, not one
Different roles in the same paragraph.
A Nominee is instructed to act as owner, holding a share for a nominator (§ 2a Abs. 1 Z 2). A Nominee-Direktor is instructed to exercise the management function (Z 3). One sits in the shareholder column of the register and the other in the representation column.
A Treuhand is mapped onto both.
Where a Treuhänder acts as owner or in a function for the entity, the trustee counts as the nominee and the Treugeber as the nominator (§ 2a Abs. 3). An ordinary Austrian fiduciary holding is inside this regime whether or not anyone uses the word nominee.
Separating them is a structural question, not a package.
One person doing both concentrates the reporting, the liability and the notarial formalities in one place.
Who needs one in Austria, and who does not
You probably do not need one for company law.
GmbHG § 15 Abs. 1 asks for managing directors who are natural persons with legal capacity. It says nothing about where they live. A non-resident founder can be the sole managing director of an Austrian GmbH.
You may need one for trade law.
A different office under a different act, and the place an Austrian residence is actually demanded. Read the next section before buying anything.
A group may need one for governance.
A parent wanting an Austrian resident on the board for operational reasons has a real arrangement to document, and sound commercial reasons reflecting economic reality are what BAO § 22 Abs. 2 asks for.
Nobody needs one to stay out of a register.
If that is the object, the arrangement will not achieve it and the filings will say so. Better to learn that here than from a tax-penal authority.
What the person in the chair actually carries
A safe harbour that excludes taking orders.
A managing director owes the care of a prudent businessman, and acts within it only where "not guided by extraneous interests" (GmbHG § 25 Abs. 1 and Abs. 1a, RGBl. Nr. 58/1906 as amended by BGBl. I Nr. 112/2015).
Instructions bind inside and are invisible outside.
Directors must observe restrictions set in the articles or by shareholders' resolution (§ 20 Abs. 1). Against third parties a restriction of the power of representation "has no legal effect" (Abs. 2).
A shareholders' resolution is not a defence to creditors.
So far as restitution is needed to satisfy creditors, the obligation is not removed by the director having acted on a shareholders' resolution (§ 25 Abs. 5). Liability is joint and several (Abs. 2).
The insolvency clock runs against the office.
The application is due without culpable delay and at the latest 60 days after illiquidity arises, and the duty falls on a legal person's organ representatives (IO § 69 Abs. 2 and Abs. 3, RGBl. Nr. 337/1914).
Austria · nominee arrangement
What the agreement moves, and what it does not
- 01Bind the director internally to instructionsGmbHG § 20 Abs. 1
- 02Allocate the economic benefit between nominator and nomineethe agreement itself
- 03Allocate cost and indemnity between the partiesthe agreement itself
- 01The duty of care, and the extraneous-interests testGmbHG § 25 Abs. 1a
- 02Liability to creditors, despite a shareholders' resolutionGmbHG § 25 Abs. 5
- 03The 60-day insolvency applicationIO § 69 Abs. 2 and Abs. 3
- 04The disclosure duty the nominee carries personallyWiEReG § 4a
- 05The effect on third parties: a restriction of the power of representation has noneGmbHG § 20 Abs. 2
Stated in words, so that nothing here rests on colour: the left column binds only the two parties to the agreement. The right column stays with the registered director whatever the agreement says, and is owed to the company, its creditors, the beneficial owner register and the authorities.
The other managing director, and this is the one a residence rule applies to
A different office under a different act.
A trade holder must appoint a gewerberechtlicher Geschäftsführer where they cannot furnish the certificate of competence or have no domestic residence (GewO 1994 § 39 Abs. 1). The second limb falls away for EEA and Swiss nationals resident in the EEA or Switzerland. Which trades ask for what is on the trade license austria page.
The role has statutory content, and it is not a signature.
The appointee must be able to be active in the business and hold "self-responsible authority to give instructions" (§ 39 Abs. 2). For a regulated trade they must sit on the representing organ or work at least half the normal weekly hours as a fully insured employee (Z 2).
A paper appointment is detectable by design.
Where an employee is notified as trade-law managing director, the insurance carrier reports the end of that compulsory insurance back to the district authority (§ 39 Abs. 4).
How the arrangement is set up, filed and kept current
The structure first.
Who instructs whom, and what each person becomes under § 2a. This decides what the filing has to say.
The § 4a identification.
The nominee establishes the nominator's identity and the nominator's own beneficial owners. Nothing proceeds until that file exists, because the duty and the offence are the nominee's own.
The arrangement, in a document.
With a designation and a date, because § 5 Abs. 1 Z 3b files both. Scope of instructions, the § 20 Abs. 1 limits, indemnity, exit.
The appointment.
The shareholders' resolution under GmbHG § 15 Abs. 1, and the filing that puts name, date of birth and type of representation into the public file (FBG § 3 Abs. 1 Z 8).
The beneficial owner filing.
A GmbH or FlexCo whose shareholders are all natural persons files nothing, until a nominee arrangement exists (WiEReG § 6 Abs. 2 and Abs. 2a). The four-week clock is on the austria beneficial ownership register.
The year after.
The § 4a review at least annually, the five-year file, and a change filing whenever the facts move. This is where arrangements fail, not at the start.
Austria · before the appointment
Four things that must exist before anyone is appointed
- 01
Identify the nominator, and the nominator's own beneficial ownersWiEReG § 4a
- 02
Put the arrangement in a document that has a designation and a dateWiEReG § 5 Abs. 1 Z 3b
- 03
Appoint by shareholders' resolution, and file the register entryGmbHG § 15 Abs. 1 with FBG § 3 Abs. 1 Z 8
- 04
Make, or hand over, the beneficial owner filingWiEReG § 5 Abs. 1
- Review the identification at least annuallyWiEReG § 4a applying § 3 Abs. 1 to 3
- Keep the file five years, and produce it to the entity, to obliged entities and to the § 12 Abs. 1 authorities on requestWiEReG § 4a
- File again whenever the facts moveWiEReG § 5
This is a sequence, not a timeline. No processing time is published for any of these steps, so none is shown: no weeks, no day counts, no estimate of ours.
Want the arrangement read before anyone signs?
Send us who instructs whom and what the company is to do. You get the § 2a reading, what the filing must say, and what the office carries.
Request a nominee arrangement review · Start your onboarding
The nominee shareholding, and getting the share back
Two arrangements that look alike and are not.
In an Erwerbstreuhand the trustee acquires the share on the settlor's account from the outset. In a Vereinbarungstreuhand an existing shareholder agrees to hold their own participation for someone else in future. The Supreme Court treats the second as an economic transfer and the first as not.
The form requirement follows that distinction.
GmbHG § 76 Abs. 2 demands a Notariatsakt for a transfer of shares inter vivos and for an agreement obliging a shareholder to assign one in future. The Court's stated reason is the immobilisation of shares and the assurance that the identity of the shareholders can be established.
The share does not come back on its own.
Ending the relationship creates an obligation to re-transfer, not a re-transfer. The disposition itself needs a notarial deed or a judgment replacing one. Worth reading twice before any share goes into anyone else's name.
| The arrangement or step | The form the law requires | The authority |
|---|---|---|
| Erwerbstreuhand: the trustee acquires and holds on the settlor's account from the outset | the Treuhandvertrag needs no notarial form, and the obligation to hand over exists anyway | RS0010442, OGH 8 Ob 565/87 of 23 June 1988, through 6 Ob 66/23h of 21 February 2024; T2 from 7 Ob 287/03m |
| Vereinbarungstreuhand: an existing shareholder agrees to hold their own share for another in future | subject to the GmbHG § 76 Abs. 2 form requirement | RS0010442 T3, from OGH 7 Ob 287/03m of 25 February 2004 |
| Transferring the share itself | Notariatsakt | GmbHG § 76 Abs. 2 |
| Getting the share back when the arrangement ends | an obligation to re-transfer arises; the disposition needs a Notariatsakt or a judgment replacing it, and the share is not acquired automatically | RS0010491, OGH 5 Ob 516/86 of 24 June 1986, through 9 Ob 86/22w of 24 January 2023; T1 from 7 Ob 203/06p; T3 from 6 Ob 216/18k |
GmbHG § 76 Abs. 2 and two Supreme Court Rechtssätze, read at source on 17 September 2026. The form question turns on which arrangement you have; the exit question does not.
What you send us
- The Austrian company, or the form you intend to use.
- Who will instruct the nominee, and whether directly or through an entity.
- The beneficial owners of whoever instructs, with identity documents.
- What the nominee is to do, and what they may not do without asking.
- Whether a share is to be held for someone, and by which of the two arrangements.
- Whether a trade licence is planned, and for which activity.
- Any existing arrangement, written or not, with the date it began.
- Any beneficial owner filing already made for the company, and when.
Where a nominee arrangement stops working
When the object is to be unfindable.
An arrangement built to defeat the three records in the table above fails at the first filing, and the failure is an offence carrying up to EUR 200,000 intentionally and EUR 100,000 grossly negligently (WiEReG § 15 Abs. 1 Z 7).
When the bank asks what the register cannot answer.
An extract may be used to identify a beneficial owner and not to verify one (§ 11 Abs. 1), so an obliged entity asks you rather than the register: business bank account austria.
When it is meant to move the tax.
It does not. Assets transferred to a trustee, and assets a trustee acquires for a settlor, are attributed to the settlor (BAO § 24 Abs. 1 lit. b and lit. c, BGBl. Nr. 194/1961 as amended).
When the company was bought rather than formed.
An existing company arrives with directors and shareholders already in the register, so the entries have to be moved deliberately: ready made company austria.
Not sure the arrangement you have will hold?
Something agreed years ago, informally or abroad, is still a Nominee-Vereinbarung under § 2a Abs. 1 Z 4. Tell us what exists and we will say what has to be filed.
Request a nominee arrangement review · Start your onboarding
Related pages
The register this arrangement is reported to. Who files, what an extract shows, who may look and what it costs: the austria beneficial ownership register.
The register that is public. What the Firmenbuch records about directors and shareholders: the austrian commercial register.
How this page is kept accurate
Every rule names its paragraph and, where it has one, its gazette reference and the date that version took effect; the court holdings carry their Rechtssatz number and both ends of the chain. Each was read in the Federal Chancellery's open-data text on 17 September 2026. Where the sources do not answer, the page says so: no processing time, no count of filings, no promised outcome.
Frequently asked questions
What is a nominee director in Austria?
Austrian law has a word for it. A Nominee-Direktor routinely exercises the management function of an entity in their own name, subject to the direct or indirect instructions of a nominator (WiEReG § 2a Abs. 1 Z 3, in force 1 January 2025). The arrangement behind it may be formal or informal, and either way it is reportable.
Is a nominee director legal in Austria?
Yes, and the proof is that the legislature regulated the arrangement rather than banning it. WiEReG § 2a defines the roles, § 4a gives the nominee duties of their own, and § 5 Abs. 1 Z 3b puts the arrangement into the beneficial owner register. § 2a Abs. 2 adds that a nominee is not a beneficial owner merely by being one.
Does an Austrian GmbH need a resident director?
Not under company law. GmbHG § 15 Abs. 1 requires one or more managing directors who are natural persons with legal capacity, and says nothing about residence; § 15a Abs. 2 only lets a court appoint one in urgent cases where none is habitually resident. The residence rule people buy against sits in trade law, GewO § 39 Abs. 2a.
Does a nominee arrangement keep my name off the record in Austria?
No. It adds names rather than removing them. The nominee's own name and date of birth become public Firmenbuch entries (FBG § 3 Abs. 1 Z 8), and the beneficial owner filing must carry the arrangement's designation and date plus full personal data for every nominee, nominee director and nominator (WiEReG § 5 Abs. 1 Z 3b).
What are the risks of being a nominee director in Austria?
The office carries its duties whoever gives the instructions. GmbHG § 25 Abs. 1a places a director inside the safe harbour only where they are not guided by extraneous interests, Abs. 5 says a shareholders' resolution is no answer where creditors must be satisfied, and IO § 69 Abs. 2 puts the 60-day insolvency application on the organ representatives.
Who can appoint a nominee director, and who can be one?
The shareholders appoint by resolution and may revoke at any time (GmbHG § 15 Abs. 1 and § 16 Abs. 1). Only a natural person with legal capacity may hold the office. A final sentence of more than six months for one of the offences listed in § 15 Abs. 1a disqualifies the person for three years, and a comparable foreign conviction counts (§ 15 Abs. 1b).
What is the difference between a shareholder and a nominee shareholder?
A shareholder holds the share on their own account. A nominee has been instructed to act as owner for a nominator (WiEReG § 2a Abs. 1 Z 2), and in a Treuhand the trustee is the nominee and the settlor the nominator (§ 2a Abs. 3). Both names reach the Firmenbuch under FBG § 5 Z 6; only the second brings a filing with it.
What is a nominee shareholding agreement, and does it need notarial form?
It depends which one you have. The Supreme Court holds that GmbHG § 76 Abs. 2 does not reach the agreement in an Erwerbstreuhand, where the trustee acquires on the settlor's account from the outset (RS0010442, 8 Ob 565/87). A Vereinbarungstreuhand, where an existing shareholder agrees to hold their own share for another, is subject to it (RS0010442 T3, 7 Ob 287/03m).
Does a nominee shareholder change who pays the tax?
No. BAO § 24 Abs. 1 lit. b attributes assets transferred to a trustee to the settlor, and lit. c does the same for assets a trustee acquires for a settlor. A sham arrangement is disregarded and the concealed transaction governs (§ 23 Abs. 1), and abuse of the forms of private law cannot reduce a tax liability (§ 22 Abs. 1).
Is a nominee director the same as a gewerberechtlicher Geschäftsführer?
No. They are different offices under different acts. The trade-law managing director answers to the trade authority, must hold self-responsible authority to give instructions and be able to be active in the business (GewO § 39 Abs. 2), and for a regulated trade must sit on the representing organ or work at least half the normal weekly hours as a fully insured employee.
What has to be reported about a nominee arrangement?
First, that an arrangement relevant to determining beneficial ownership exists (WiEReG § 5 Abs. 1 Z 3a). Then its designation and its date, with name, date and place of birth, nationality, residence and, for anyone without an Austrian residence, the number and type of their official photo identity document, for every nominee, nominee director and nominator (Z 3b).
What happens if the nominee director resigns or is removed?
The company needs a replacement and the register has to follow. An ordinary resignation takes effect after 14 days and one for important cause at once (GmbHG § 16a Abs. 1); a disqualified director must resign without delay. Shareholders may revoke at any time (§ 16 Abs. 1), and where the necessary directors are missing a court may appoint in urgent cases (§ 15a Abs. 1).
How much does a nominee director in Austria cost?
Pricing is on request. What moves it is the work rather than the chair: how much documentation the § 4a identification of the nominator and of the nominator's own beneficial owners takes, whether a trade licence is in play, whether we make the beneficial owner filing or hand it to a party representative, and how the annual review is run.
Start with what has to be disclosed
The agreement is the easy half. What it must say, who has to hold what, and what the office carries is the half that decides whether it survives a bank or an auditor.
Request a nominee arrangement review · Start your onboarding