How To Close An Austrian Company

A limited liability company in Austria(Gmbh) can be voluntarily closed if the company is still regarded as solvent i.e. has no debt. Austrian companies may be dissolved in this way if the company purpose for which the company was established has been met, or the company remains dormant for a prolonged amount of time or the shareholders simply want to retire.

In order to ensure that the Austrian company is closed in the proper manner and in the quickest possible timeframe you may have a few options:

• • Draft a shareholders resolution to close the company
  • Draft a resolution to merge with a stock corporation or another limited liability company
  • The articles of association may specify further reasons for the dissolution e.g. upon dissolution of a shareholder, dissolution of the company by expiry of time.
  • Resolution needs to be filed with the companies' register.
  • Tax clearance needs to be obtained to show no outstanding company debts
  • There are also numerous steps to follow in terms of procedure and all relevant authorities need to be informed.
  • If companies have other licences or permits they have applied for they must deregister from these

NB: This should NOT be done independently it is important to take advice and assistance from a professional. Please call us immediately if you are thinking of closing your company. We will put you in touch with a member of our specialist team.

ADVANTAGES OF VOLUNTARY DISSOLUTION

• • The most efficient way of closing a company in Austria if there are no creditors.

DISADVANTAGES OF VOLUNTARY DISSOLUTION

• • Expensive but the only way that a company can be dissolved in the most efficient manner if the company is still solvent
  • If the company is not dissolved in the proper manner then this could take time and money, please contact us for assistance and fees for winding up your company in Austria

NB: In Austria it is extremely important to use a lawyer and/or accountant in order to ensure that you are not in breach of any legislation whether civil or criminal. Please call us for assistance and we can put together a specific package for you based upon your requirement.

When filing for bankruptcy is the only option left for a business owner, it pays to commence the process as early as possible.

What happens in a compulsory liquidation?

Under Austrian law the dissolution of a company is followed by its liquidation. However, a liquidation shall also not take place if the state has acquired all shares in a company in order to dissolve the company or if it takes over by contractual agreement the estate of a dissolved company as a whole, including the liabilities and declares to assume all obligations of the company, to waive the completion of the liquidation and, in case of take-over by contract, to also effect a discharge of the shareholders.

• • Directors of the Gmbh will become liquidators, unless articles of association or a shareholders resolution appoint one or more additional people. In some case, the commercial court may also appoint liquidators in addition or instead of them.
  • The liquidators' names are then filed at the companies register
  • The liquidators' prepare a balance sheet from the beginning of the liquidation and further annual financial statements for the end of each business year together with the annual report.
  • The liquidators' need to ensure that the company pays all taxes. Once all taxes have been paid then tax clearance will be received from the tax authorities. Document is necessary for the final stage of the liquidation process.
  • The assets remaining after the discharge of the obligations shall not be distributed by the liquidators to the shareholders before 3 months after the date of the publication of the request to the creditors to file their claims. The remaining assets of the company shall be distributed among the shareholders in proportion to their participation in the company, unless otherwise specified in the articles of association.
  • If after the deletion of the company from the register further assets of the company are discovered, the commercial court can, upon application of any interested party, reinstate the previous liquidators or appoint other liquidators to continue the liquidation procedure.
  • If this should happen this has implications on the debtor – please contact us urgently if this is the case and our insolvency lawyers will assist you.

For both options it is important to take care to protect the assets of the business, to conform to the liquidator's wishes and to act responsibly. Please contact us for further information and advice as to how to proceed.