Austria · Company formation
Austrian Subsidiary
We set up the Austrian company your group owns, for parents based outside Austria.
- A separate legal person: GmbHG § 1 Abs. 1
- EUR 10,000 share capital, EUR 5,000 paid in before filing
- EUR 522 state fee from 1 August 2026
- Taxed on all its income, at home and abroad: KStG § 1 Abs. 2
What an Austrian subsidiary is, and what the parent is choosing
Austrian law has no special subsidiary form. The company your group owns is an ordinary company, almost always a GmbH, and a GmbH may be formed "durch eine oder mehrere Personen": the provision says persons, not natural persons (GmbHG § 1 Abs. 1). A company abroad can be its only shareholder.
What the parent gets is a separate legal person and an Austrian taxpayer of its own. What it takes on is a set of Austrian rules about what it may instruct, what it may take out and what it must document. The registration route itself is how to register a company in Austria as a non-resident; this page is about the rest.
What setting up the subsidiary includes
The form and the chain.
Which group company holds the shares, and in what proportion. The register publishes it, and the beneficial-owner filing follows the chain above.
The parent's document file.
A current extract from the parent's own register, its constitutional documents and proof that whoever signs may bind it, translated and certified.
The power of attorney.
A special certified power of attorney for that one signing, drawn to GmbHG § 4 Abs. 3 and attached to the deed.
The constitution.
A declaration of establishment where one company founds alone, articles where there are two or more, drafted for the notarial appointment.
The capital and the filing.
The cash deposit and its written confirmation, then the Firmenbuch application signed by all the managing directors.
The files that follow.
The tax-office file and the UID, the beneficial-owner filing a corporate shareholder makes compulsory, and the trade registration where the activity needs one.
The intercompany layer.
Service, licence and loan agreements drafted before money moves, with a licensed Steuerberater wherever the work is reserved to one.
Subsidiary or branch, from the subsidiary's side
This is the question the search results argue about. Below is the subsidiary's side of each row; the branch's side, its registration, its accounts and its loss rules, is branch registration austria.
| What is decided | An Austrian subsidiary | Where it comes from |
|---|---|---|
| Legal personality | A separate legal person once the court enters it. The parent is a shareholder, not the party to its contracts | GmbHG § 1 Abs. 1 |
| Who the register shows | The company, and its shareholders by name and date of birth, with their contributions and the payments on them | FBG § 5 Z 6, in force 1 January 2024 |
| Tax liability | Unlimited, and it "erstreckt sich auf alle in- und ausländischen Einkünfte", all income at home and abroad | KStG § 1 Abs. 2 |
| Minimum corporate income tax | Charged for every full quarter of unlimited liability: EUR 125 a quarter, EUR 500 a year | KStG § 24 Abs. 4 Z 1 |
| Share capital | EUR 10,000, at least EUR 70 per shareholder, with EUR 5,000 in cash before the filing | GmbHG § 6 Abs. 1 and § 10 Abs. 1 |
| First registration, state fee | EUR 522 from 1 August 2026 | GGG Tarifpost 10 Z I, Anm. 2 and Anm. 9 |
| How it is constituted | A notarial deed. A sole founder signs a declaration of establishment instead of articles | GmbHG § 4 Abs. 3 and § 3 Abs. 2 |
| Accounts | Its own Austrian books, its own annual accounts and its own disclosure | UGB § 277 |
| A branch, for contrast | Not a separate legal person: it is the foreign company, registered here | the branch page |
Each row states the provision in force on 17 September 2026. Court fees: GGG Tarifpost 10 Z I, in the version in force from 1 October 2026, in the amounts raised by BGBl. II Nr. 227/2026 from 1 August 2026.
How a subsidiary is set up when the founder is a company
Fix the shareholder and the form.
Which group company holds the shares, and in what proportion. The register publishes the answer, so it goes first.
Collect the parent's documents.
Its own register extract, its constitutional documents and proof that the signatory may bind it, in German and certified for use abroad.
Issue the power of attorney.
GmbHG § 4 Abs. 3 wants a special certified power of attorney for that single transaction, attached to the deed; § 3 Abs. 2 carries the same rules into a sole founder's declaration.
Execute the constitution.
Before an Austrian notary, in person or by electronic means under Notariatsordnung § 69b, which GmbHG § 4 Abs. 3 allows in terms.
Pay in the capital.
At least EUR 5,000 in cash, with the written confirmation that goes to the court with the filing (GmbHG § 10).
File at the Firmenbuch.
Signed by all managing directors, enclosures complete. No statute sets a processing time and no official average is published, so this page gives none.
Open the files that follow.
The tax office and the UID, the Company Registration Austria: Beneficial Owner Register in Austria (WiEReG) filing within four weeks of the first entry (WiEReG § 5), and a trade registration where the activity needs one. The formation itself follows the ordinary route for a gmbh austria, with the corporate parent's documents in place of a natural person's.
Where a registered company is needed sooner, there is how buying a ready-made Austrian company works.
Austria · subsidiary of a corporate parent
- 01Fix the shareholder and the formGmbHG § 1 Abs. 1
- 02Collect the parent's documentsRegister extract, constitution, proof that the signatory may bind it
- 03Issue the power of attorneyGmbHG § 4 Abs. 3 with § 3 Abs. 2
- 04Execute the constitutionNotariatsordnung § 69b, before an Austrian notary
- 05Pay in the capitalGmbHG § 10
- 06File at the FirmenbuchSigned by all managing directorsNo statutory processing deadline
- 07Open the files that followWiEReG § 5: the beneficial owners within four weeks of the first entry
Not sure whether a subsidiary or a branch fits?
Send the group structure and what the Austrian company will do. We will say which form the file takes, what the register court will want from head office and what the state will charge.
What your head office has to supply
One item is fixed by statute. The rest is what the register court asks for in practice, and the certification on top is what makes a foreign document usable here.
- A current extract from the parent's own commercial register, showing it exists and who represents it.
- The parent's constitutional documents, articles, statutes or charter, in their current version.
- Proof that the person signing may bind the parent, where the extract does not show it.
- A resolution of the parent's board or members approving the formation, where its law asks for one.
- A special certified power of attorney for the single signing, attached to the deed (GmbHG § 4 Abs. 3).
- An apostille where the parent's state is a contracting state, or consular legalisation where it is not.
- A German translation of each foreign document, by a court-certified translator.
- Photo identification and a specimen signature for each managing director.
- Identification for each natural person who is a beneficial owner behind the parent.
Between contracting states, the Hague Convention of 5 October 1961 exempts a public document from legalisation and allows one formality in its place, the apostille issued where the document was made (Art. 2 and Art. 3, BGBl. Nr. 27/1968). Art. 3 removes even that where the receiving state dispenses with it.
What the Austrian state charges, and what runs from day one
These are court fees and tax figures fixed by statute, not our fees.
| Item | Amount | Where it comes from |
|---|---|---|
| Eingabengebühr, application fee, GmbH first registration | EUR 47 | GGG Tarifpost 10 Z I, Anm. 2, from 1 August 2026 |
| Eintragungsgebühr, registration fee | EUR 475 | GGG Tarifpost 10 Z I, Anm. 9, from 1 August 2026 |
| First registration, total | EUR 522 | the two rows above, added |
| Filing on paper instead of electronically | EUR 24 | GGG Tarifpost 10, Anm. 1 |
| Later amendment of the articles | EUR 70 | GGG Tarifpost 10 Z I, Anm. 15 |
| Share capital | EUR 10,000, at least EUR 70 per shareholder | GmbHG § 6 Abs. 1, since 1 January 2024 |
| Cash before the filing | at least EUR 5,000 | GmbHG § 10 Abs. 1 |
| Minimum corporate income tax | EUR 125 a quarter, EUR 500 a year, credited against later tax | KStG § 24 Abs. 4 Z 1 and Z 4 |
| Corporate income tax | 23 percent from the 2024 assessment year | KStG § 22 Abs. 1 |
| Beneficial owners | within four weeks of the first Firmenbuch entry | WiEReG § 5 |
| Firmenbuch registration | no statutory processing deadline exists | no statute sets one |
Court fees are GGG Tarifpost 10, in the version in force from 1 October 2026, raised by BGBl. II Nr. 227/2026 from 1 August 2026, and EUR 522 is the sum of two quoted annotation lines. The first-years reduction of the minimum corporate income tax, KStG § 24 Abs. 4 Z 3, was repealed by BGBl. I Nr. 200/2023.
Running it from head office: what the parent may instruct
The instruction right is real, and it is internal.
GmbHG § 20 Abs. 1 binds the managing directors, towards the company, to observe the restrictions set in the articles, by shareholders' resolution, or by a binding instruction of the supervisory board.
It stops at the other side of the contract.
§ 20 Abs. 2: "Gegen dritte Personen hat eine Beschränkung der Vertretungsbefugnis jedoch keine rechtliche Wirkung", expressly including a requirement of shareholder consent. The contract stands; the remedy runs against the director.
So the reserved matters go in writing.
In the articles or in a shareholders' resolution, because those are what § 20 Abs. 1 attaches to. A reporting line in a group handbook is not one of them.
The parent cannot be its own director.
Only a natural person with legal capacity may be a managing director, and the appointment is made by resolution of the shareholders (GmbHG § 15 Abs. 1). The seat must be a place where the company operates, is managed or is administered (§ 5 Abs. 2).
What the public sees.
The shareholders stand on the register with their contributions (FBG § 5 Z 6), while a later filing about them, or about the address for service, needs no certified form (FBG § 11). Moving the shares inside the group is a different act and still needs a notarial deed (GmbHG § 76 Abs. 2).
Before the intercompany agreements are signed
Send the funding as planned, the service flows and who invoices whom. We name the provisions that bite and say where a licensed Steuerberater takes over.
Money between parent and subsidiary
Two directions, two bodies of law. Money leaving the subsidiary meets Austrian capital maintenance, which decides what a shareholder may receive. Money entering it as a loan meets the Eigenkapitalersatz-Gesetz, which decides what becomes of it if the company is in difficulty.
| Direction | The rule | Paragraph |
|---|---|---|
| Out: what a shareholder may claim | Shareholders cannot reclaim their contribution; while the company exists they are entitled only to the balance-sheet profit shown by the annual accounts | GmbHG § 82 Abs. 1 |
| Out: fixed interest | Interest at a fixed rate may neither be agreed nor paid to shareholders | GmbHG § 82 Abs. 3 |
| Out: a loss after the year end | Where assets are impaired materially and probably not merely temporarily before the resolution, a matching amount of the profit is excluded from distribution and carried forward | GmbHG § 82 Abs. 5 |
| Out: a payment made anyway | The shareholder must repay it. What was received in good faith as a profit share can never be reclaimed | GmbHG § 83 Abs. 1 |
| Out: if it cannot be recovered | The other shareholders are liable pro rata so far as the payment reduced the share capital | GmbHG § 83 Abs. 2 |
| Out: no waiver, five years | The obligation cannot be released in whole or in part; claims prescribe in five years unless the company proves the recipient knew the payment was unlawful | GmbHG § 83 Abs. 4 and Abs. 5 |
| In: a loan granted in crisis | A credit granted by a shareholder while the company is in crisis is equity-substituting | EKEG § 1 |
| In: what crisis means | Insolvency (IO § 66), over-indebtedness (IO § 67), or an equity ratio (URG § 23) below 8 percent together with a notional debt-repayment period (URG § 24) of more than 15 years | EKEG § 2 Abs. 1 |
| In: what is not a credit | A money credit for no more than 60 days; a goods or other credit for no more than six months; extending or deferring a credit granted before the crisis | EKEG § 3 Abs. 1 |
| In: which shareholders are caught | One holding a controlling participation, or at least 25 percent of nominal capital, or exercising a controlling influence without holding anything | EKEG § 5 Abs. 1 and Abs. 2 |
| In: the repayment bar | The shareholder cannot reclaim the credit or its interest while the company is not restored, and it is not restored if repayment would itself cause insolvency, over-indebtedness or a need to reorganise | EKEG § 14 Abs. 1 |
| Documentation: master and local file | Required where the Austrian company's revenues exceeded EUR 50 million in each of the two preceding fiscal years | VPDG § 3 Abs. 2 |
| Documentation: on request regardless | A master file must be produced on the tax office's request where an entity in another state has to prepare one there | VPDG § 3 Abs. 3 |
| Documentation: country by country | Where the group's consolidated revenue in the preceding year was at least EUR 750 million, filed within twelve months of the year end | VPDG § 3 Abs. 1 and § 8 Abs. 1 |
| Documentation: the deadline | Master and local file go to the tax office on request within 30 days, counting from the filing of the corporate income tax return | VPDG § 8 Abs. 2 |
Capital maintenance: GmbHG § 82 and § 83, in force since 1 January 1991. Shareholder loans: EKEG § 14, BGBl. I Nr. 92/2003, the repayment bar in force since 1 August 2010. Documentation: VPDG § 3, BGBl. I Nr. 77/2016.
Money between parent and subsidiary · two bodies of law
Out of the subsidiary
Only the balance-sheet profit
GmbHG § 82 Abs. 1
Repayable
GmbHG § 83 Abs. 1. No waiver, and claims prescribe in five years, § 83 Abs. 4 and Abs. 5
Into the subsidiary
The crisis test
EKEG § 2 Abs. 1: insolvency, over-indebtedness, or an equity ratio under 8 percent together with a notional debt-repayment period of more than 15 years
A money credit for no more than 60 days
EKEG § 3 Abs. 1
No repayment while the company is not restored
EKEG § 14 Abs. 1
What a corporate shareholder changes elsewhere
The beneficial-owner filing stops being automatic.
A GmbH is exempt from the WiEReG § 5 filing only "wenn alle Gesellschafter natürliche Personen sind" (§ 6 Abs. 2, in force since 1 October 2025). With a company in the chain, the subsidiary files.
Group taxation is a separate election, on conditions.
KStG § 9 pools the tax results of linked companies where the financial link exceeds half the capital and the votes, a written application is made and the group is kept for a minimum period. See corporate income tax austria.
Dividends to the parent have their own rule.
EStG § 94 Z 2 stops the capital yields deduction where the recipient corporation holds at least one tenth, with a year added for a qualifying foreign parent; otherwise it is deducted and reclaimed (KStG § 21 Abs. 1 Z 1a). See austrian holding company.
How this page is kept accurate
Last updated 17 September 2026. Every figure here carries the paragraph it comes from, its Bundesgesetzblatt reference where it has one, and the date it took effect. Where a question is reserved to a licensed Steuerberater under WTBG 2017 § 2 Abs. 1, this page states the rule and stops. No processing time is given, because no statute sets one.
Related services
branch registration austria The same operation without a second company: the foreign company registers here and answers for it.
austrian holding company Where the shares sit above the operating company, and what the tax provisions ask of the holder.
how to liquidate a GmbH in Austria If the group later leaves, an Austrian company is wound up, not switched off.
Frequently asked questions
Is an Austrian subsidiary the same legal entity as its parent?
No. It is a separate legal person from the day the commercial court enters it in the Firmenbuch. The parent is its shareholder, not the party to its contracts, and what the parent owes the company is the contribution it promised. That separation is the main thing a subsidiary gives a group.
What is the difference between a subsidiary and a branch in Austria?
A subsidiary is a new Austrian company the foreign parent owns. A branch is the foreign company itself, registered here. The subsidiary bears unlimited Austrian corporate income tax on all its income, at home and abroad (KStG § 1 Abs. 2), and the minimum corporate income tax for every full quarter of that liability (§ 24 Abs. 4 Z 1). The other side is branch registration austria.
Does the parent have to own 100 percent of the Austrian company?
No. A GmbH may be formed by one or more persons, and the provision says persons, not natural persons (GmbHG § 1 Abs. 1), so one company may hold all of it or several may share it. Where a single founder forms it, a declaration of establishment replaces the articles and the rules on the articles apply to it (GmbHG § 3 Abs. 2).
What does the register court need from our parent company?
In statute, one thing: where somebody signs for the parent, a special certified power of attorney issued for that single transaction and attached to the deed (GmbHG § 4 Abs. 3). In practice the court also wants a current extract from the parent's own register, its constitutional documents, proof that the signatory may bind it, and German translations.
Does someone from head office have to travel to Austria to sign?
Not necessarily. The articles take the form of a notarial deed, and that deed may be executed by electronic means using an electronic communication facility under Notariatsordnung § 69b (GmbHG § 4 Abs. 3). A proxy holding the special certified power of attorney may sign instead. Which route the notary accepts is the notary's call, and we ask before anything is booked.
Will our parent company appear on a public Austrian register?
Yes. For a GmbH the Firmenbuch records the shareholders by name and date of birth, their Firmenbuch number where they have one, their contributions and the payments made on them (FBG § 5 Z 6, in force since 1 January 2024). The natural persons behind the parent go to the beneficial owner register, which is a different register with different access rules.
Can head office instruct the Austrian managing director?
Yes, and the instruction binds the director towards the company: GmbHG § 20 Abs. 1 obliges the managing directors to observe the restrictions set in the articles or by resolution of the shareholders. § 20 Abs. 2 adds that such a restriction has no legal effect against third parties, so a contract signed in breach of it still stands and the remedy runs against the director.
Can the parent take money out of the subsidiary whenever it wants?
No. Shareholders cannot reclaim their contribution, and while the company exists they are entitled only to the balance-sheet profit shown by the annual accounts (GmbHG § 82 Abs. 1). Fixed interest may neither be agreed nor paid (§ 82 Abs. 3). A payment made contrary to the Act, the articles or a resolution must be returned, and that obligation cannot be waived (§ 83).
What happens to a parent loan if the subsidiary runs into difficulty?
A credit granted by a shareholder while the company is in crisis is equity-substituting (EKEG § 1) and cannot be reclaimed until the company is restored (§ 14 Abs. 1). Crisis means insolvency, over-indebtedness, or an equity ratio below 8 percent with a notional debt-repayment period over 15 years (§ 2 Abs. 1). A money credit of 60 days or less is outside it (§ 3 Abs. 1). Whether to fund with capital or with debt is for a licensed Steuerberater.
Does a small Austrian subsidiary need transfer-pricing documentation?
A master file and a local file are required where the Austrian company's revenues exceeded EUR 50 million in each of the two preceding fiscal years (VPDG § 3 Abs. 2). Below that, the tax office may still request a master file where an entity in another state has to prepare one (§ 3 Abs. 3). Either is handed over within 30 days of the request (§ 8 Abs. 2).
Can the Austrian subsidiary's losses be pooled with the parent's?
Austrian group taxation pools the tax results of linked companies on conditions rather than preferences: KStG § 9 asks for a financial link above 50 percent of the capital and the voting rights, a written group application and a minimum duration. The conditions and the figures are on corporate income tax austria. Whether a group is worth forming is for a licensed Steuerberater.
What does an Austrian subsidiary cost to register and to keep alive?
The state charges EUR 47 for the application and EUR 475 for the entry, EUR 522 in total, in the amounts in force from 1 August 2026 (Gerichtsgebührengesetz Tarifpost 10 Z I, BGBl. II Nr. 227/2026). The company then owes the minimum corporate income tax, EUR 125 a quarter and EUR 500 a year (KStG § 24 Abs. 4 Z 1). Our own fee is quoted on request.
Set up your Austrian subsidiary
Tell us which group company will hold the shares and what the Austrian company will do. You get the document list for head office, the filings that follow and the state fees in writing.