Ready-Made Shelf Companies in Austria: Buying an Existing GmbH

Shelf Companies in Austria: What a Vorratsgesellschaft Is

A ready-made company in Austria, a Vorratsgesellschaft in German, is a GmbH, or less often a FlexCo, that was founded by notarial deed, capitalised and entered in the Firmenbuch, then kept without any business until a buyer takes it over. Buying an off-the-shelf company in Austria means acquiring all of its shares and replacing its managing director. It remains the same legal person throughout, with the same Firmenbuch number and the same incorporation date, and nobody can change that date.

What the buyer of an Austrian shelf company takes over:

• All the shares, which pass by notarial deed.
• The Firmenbuch entry, public and searchable, which lists each shareholder by name and date of birth and the capital paid in on each share.
• The articles of association, or the declaration of formation of a one-shareholder company, held in the court’s files.
• The share capital raised at formation. A GmbH formed under the current rules paid at least EUR 5,000 of its EUR 10,000 minimum capital in cash before registration, and an older company may show a higher registered capital; the Firmenbuch states the amount paid on each share, and where that money sits today is the first question to put to any seller.
• The company’s account with the tax office. Austrian law obliged the company to notify the tax office within a month of becoming liable to corporate tax, and it owes the minimum corporate tax for every full quarter it has existed, so ask for the account statement.
• Annual accounts for each completed financial year, due at the court within nine months of the year end and open to inspection there.

What it normally lacks: a trade licence, a VAT identification number, staff, customers and any trading record.

Vorratsgesellschaft or Mantel: the Austrian Tax Rule on Shells

A Mantel is something else: the shell of a company that once traded and has stopped. Austrian tax law has a rule aimed at buying one. Under section 8(4) no. 2 lit. c of the Corporate Income Tax Act (KStG), a company loses its tax loss carryforward from the moment its identity is economically no longer given, because a substantial change in its organisational and economic structure comes together with a substantial change in its shareholders for consideration, judged on the overall picture. The rule spares a restructuring meant to keep a substantial part of the jobs, and losses remain usable to the extent hidden reserves are realised by the end of the year of the change.

A never-traded shelf company has no trading losses to forfeit, only the expenses of its own formation and upkeep, so the rule decides little for it. For a former trading company it decides a great deal, and the shell keeps its history as well: contracts, claims and open tax years stay with the legal person the buyer now owns. One point applies to both kinds of company: the buyer is jointly liable with the seller for contributions in arrears when the transfer is filed (section 78 GmbHG), and any unpaid part of the share capital becomes the buyer’s to pay when the company calls it.

How a GmbH Changes Hands: Notarial Deed and Firmenbuch Filings

Austrian law makes a notarial deed (Notariatsakt) the only valid form for transferring GmbH shares, and for any agreement obliging a shareholder to transfer shares later. The articles may add conditions, most often the company’s consent, so they are read before anything is signed. The deed can be made by video link with an Austrian notary, the buyer being identified by photo ID and signing electronically, so a buyer abroad does not have to travel.

Step	What happens	Legal basis
1. Checks before signing	Firmenbuch extract, articles, proof of the capital paid in, tax account statement, accounts filed with the court	§ 10 GmbHG; § 277 UGB
2. Share transfer	Notarial deed between seller and buyer, in person or by video link	§ 76(2) GmbHG; § 69b NO
3. New management	Shareholder resolution revoking the seller’s managing director and appointing the buyer’s; the new director must not be disqualified by a relevant criminal conviction	§ 15, § 16 GmbHG
4. Firmenbuch filings	Share transfer and change of managing directors filed without delay, with certified proof of the appointment and a certified specimen signature	§ 17, § 26 GmbHG
5. Name, seat, objects	Shareholder resolution recorded by a notary, full text of the amended articles certified by the notary, entry in the Firmenbuch	§ 49, § 51 GmbHG
6. Beneficial owners	Change reported within four weeks, or nothing to report if the company is exempt	§ 5, § 6 WiEReG
7. Trade licence and VAT	Trade registration with a trade-law managing director; UID number from the tax office when needed	§ 9, § 39 GewO

Two timing rules matter. Towards the company, only the person shown in the Firmenbuch counts as a shareholder, so the transfer belongs on file quickly; managing directors are liable for damage from a culpably late filing. And a new name, seat or objects has no legal effect before it is entered, so until then the company still carries its old name.

Where the shelf company is a FlexCo, the share transfer can also be made by a deed drawn up by a notary or a lawyer, who checks that the transfer is admissible and explains its legal effects to both sides.

Your Name in the Firmenbuch and the Beneficial Owner Register

A GmbH’s shareholders are entered in the Firmenbuch by name and date of birth, or by register number where the buyer is itself a company, so the purchase becomes a matter of public record. The managing directors appear there too.

Beneficial owners go to a separate register held by the Federal Ministry of Finance, which the public cannot search. If every shareholder after the purchase is a natural person and nobody else stands behind them, the company is exempt from reporting: the register takes over from the Firmenbuch each shareholder owning more than a quarter, and no change report is needed when the Firmenbuch filing is applied for within four weeks. A buyer that is a holding company, or shares held on trust for another person, ends that exemption. The company then reports its beneficial owners through the USP within four weeks of learning of the change, with a copy of the passport or ID card of anyone living outside Austria. A report that conceals a beneficial owner is a financial offence punished by a fine.

Trade Licence and Managing Director After the Purchase

A shelf company that never traded normally holds no trade licence, so the company registers its trade once the buyer knows what it will do. For that it appoints a managing director under trade law, who must reside in Austria or, for EEA and Swiss nationals and some long-term residents, in the EEA or Switzerland; for a regulated trade that person also needs the qualification and must sit in management or be a half-time employee with full social insurance. Buying the company does not settle this point. If neither the buyer’s managing director nor an employee meets these conditions, the company cannot carry on a trade until someone who does is appointed. Our page on company formation in Austria sets out the trade-law rules in full.

Bank Account, VAT and Taxes Around the Purchase

Any bank account a shelf company holds belongs to the company and stays with it through the sale, but the bank re-checks the new owners and managing director and may keep the account, ask for more documents or close it. Some Austrian banks also restrict online opening for companies managed from abroad or for people without EU passports. Our page on bank accounts for Austrian companies explains what the banks ask, and the guide to shelf companies with bank accounts explains where pre-banked companies are realistic.

A never-traded company normally has no VAT identification number; it requests one from the tax office when it will trade within the EU, and it is exempt as a small business until turnover passes the EUR 55,000 threshold, unless it opts out. Corporate tax is 23%, and the minimum tax the shelf company has already paid is credited against corporate tax in later profitable years, to the extent the tax then due exceeds the minimum for the year. The share sale itself attracts real estate transfer tax only where the company owns Austrian property, which a shelf company does not.

When an Austrian Shelf Company Brings Nothing Over a New GmbH

Austria publishes no standard registration time for a new GmbH that a purchase would beat, and the purchase route does not skip the notary, the Firmenbuch court, the trade licence or the tax office. A buyer who renames the company, moves its seat and rewrites its objects goes through a notarised resolution and a court entry before those changes take effect, much as a founder does. If none of the following matters to you, forming a new company is the plainer route:

• a company that already exists as a legal person, so nobody signs contracts with personal liability for a company still waiting for its entry;
• share capital already raised and confirmed, so no bank or notary trust account is needed for a deposit;
• an incorporation date in the Firmenbuch that predates the deal and that a counterparty can check.

Our guide to aged shelf companies explains what an earlier date does and does not prove, and the Austria overview covers the country in general.

What we do: we can supply a ready-made Austrian GmbH or form a new one, prepare the share transfer for the notary together with the Firmenbuch and beneficial owner filings, help prepare the bank application and, where we have a working contact at a suitable bank, make an introduction; whether to open or keep an account is for the bank alone to decide.

Frequently Asked Questions about Shelf Companies in Austria

Can a foreigner buy a GmbH in Austria?

Yes. Austrian company law has no nationality or residence rule for shareholders or managing directors, so an individual or a holding company abroad can own every share of a GmbH. The transfer is a notarial deed, which can be signed by video link. A company that will carry on a trade still needs a trade-law managing director who lives in Austria or, where the Trade Regulation Act allows, in the EEA or Switzerland.

Do I need a notary to buy an Austrian shelf company?

For a GmbH, yes: the share transfer is valid only as a notarial deed, made in person or by video link with an Austrian notary. Any change to the name, seat or objects also needs a shareholder resolution recorded by a notary. For a FlexCo, a deed drawn up by a lawyer can replace the notarial deed for the share transfer itself, though not for later changes to the articles.

Is an off-the-shelf company in Austria faster than forming a new one?

Not by any official measure. No authority publishes a standard time for either route, and both pass through a notary and the Firmenbuch court. What an off-the-shelf company in Austria spares the buyer is the capital deposit and the period before registration in which those acting for the company are personally liable. The buyer’s own changes, such as a new name, take effect only once entered.

Does an Austrian shelf company come with a bank account?

Not as something we can promise. Where a shelf company has an account, the account stays with the company, but the bank reviews the new owners and managing director and decides whether to keep it, ask for more documents or close it. Otherwise the new owners apply for an account after the transfer, and the bank decides on its own terms.

Will my name be public after buying an Austrian GmbH?

Yes. A GmbH’s shareholders are entered in the Firmenbuch with name and date of birth, or with register number for a company, and anyone can search it. Managing directors are public too. The beneficial owner register at the Federal Ministry of Finance is different: it is closed to the public and open only to authorities, obliged entities such as banks and people who show a legitimate interest.

Does the Mantelkauf rule apply to a ready-made GmbH?

It can reach any company whose structure and shareholders change substantially for consideration, but what it takes away is the tax loss carryforward. A never-traded ready-made GmbH has no trading losses, only its own formation and upkeep expenses, so there is little for the rule to remove. It matters when the company on sale is the shell of a former business.