What is the main source of law authorising this entity form?

The Austrian Stock Corporation Act (Aktiengesetz, hereinafter the “AktG”).

Give a brief summary of the entity form:

Does the entity possess separate legal personality?

An AG is a legal person.

(Maximum) period of existence

There is no maximum period of existence; usually the AG is established for an indefinite period, but a limited period may be determined in the articles of association (the “Articles of Association”).

Governing document(s)

An AG is governed by its Articles of Association.

Liability of incorporators / shareholders

The shareholders in general are not personally liable for the liabilities of the AG.

(Governing) bodies

The governing bodies are the shareholders' meeting (Hauptversammlung), board of directors (Vorstand) and supervisory board (Aufsichtsrat).

Other particularities

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions and divestitures, equity acquisitions, conversions etc.)?

The acquisition of assets and equity etc. abroad is possible without limitation.

International restructurings are possible pursuant to specific legislation (mergers within the EU) or pursuant to the jurisdiction of the European Court of Justice (e.g. cross border relocations with change of legal form).

Can this type of entity be publicly listed or held, or its securities be issued to members of the public?

The securities of an AG can be listed on a stock exchange if prerequisites are met. It can be publicly held.

Can this type of entity be used for a non-profit or charitable organization?

Yes.

Give a brief summary of the process of incorporation, formation, or organization, including:

Main documents required

The main documents required [for the incorporation of an AG] are as follows:

• Notarised minutes of the founders' meeting included with the Articles of Association;
• Minutes of the inaugural meeting of the supervisory board (including the appointment of the Board of Directors);
• Foundation report of the founding shareholders;
• Foundation report of the board of directors and the supervisory board; and
• Documents for the registration at the Austrian Commercial Register (Firmenbuch), including (inter alia) the commercial register application and the articles of association.

Involvement of notary, company register, governmental authorities

Minutes of the founders' meeting and Articles of Association must be notarized; and

The main documents for the AG listed above must be filed with the Austrian Commercial Register (Firmenbuch).

Timing (estimate)

Incorporation may take several weeks, depending on the complexity of the shareholder structure and the workload of the Commercial Register.

Main costs, including registration and similar fees (excluding legal fees)

The costs for foundation and incorporation depend on the amount of share capital to be registered with the Commercial Register as well as the kind of contribution to be made to the AG by the shareholders (refer to Question #11 below).

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

The corporate objects/purpose must be stated in the Articles of Association.

Minimum number of incorporators / shareholders and residency requirements

Minimum of one (1) shareholder, no residency requirements.

Minimum number of directors (or other applicable officers) and residency requirements

The board of directors consists of at least one (1) managing director. The supervisory board consists of at least three (3) members (who must be different from the managing directors). No residency requirements.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

Minimum share capital of EUR 70,000 to be paid-up in cash. Contribution in kind is possible.

Is the physical presence of incorporators/directors/shareholders required in the jurisdiction for incorporation, formation, or organisation?

Shareholders must be either physically present or represented by a notarised (and in case legalised, e.g.by an apostille) power of attorney.

he board of directors, founders, and supervisory board members must personally sign the registration application in notarised form; they cannot sign by proxy or otherwise have an agent sign on their behalf. However, it is possible that these persons sign abroad (in front of a foreign notary to certify their signatures).

Is a tax identification number, or equivalent, required? If so, how is it obtained?

A tax identification number will be provided by the relevant tax authorities on  incorporation. A VAT-ID will be provided by tax authorities upon request.

What is the title of the applicable company registry?

Commercial Register (Firmenbuch).

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles or other formation document, Articles or other formation document, Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)

The following information must be filed at the Commercial Register and will be made publicly available:

• Name of the AG.
• Legal form, recording that the entity is an AG.
• Registered office and the business address for deliveries.
• A short description of the AG’s business.
• Total amount of the issued share capital (Grundkapital).
• Type of shares issued (par-value shares (Nennbetragsaktien) or non-par-value shares (Stückaktien)).
• Effective date of annual financial statements (Stichtag für Jahresabschluss), which corresponds to the last day of the financial year.
• Articles of Association.
• Type of publication (e.g. official gazette (Amtsblatt zur Wiener Zeitung)).
• Members of the board of directors and their type of representation power (sole or joint power to represent the company).
• Members of the supervisory board.
• Further representatives (authorised signatories; Prokuristen), if any.
• Insolvency proceedings.
• Liquidation.

In addition, ultimate beneficial owners of Austrian legal entities (with some exceptions) must be registered with the Austrian UBO Register (Register der wirtschaftlichen Eigentümer) according to the provisions of the Austrian UBO Register Act (Wirtschaftliche Eigentümer Register Gesetz – WiEReG). Each company (also the AG) is obliged to identify and verify its ultimate beneficial owners and report the requested data to the register.

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

Members of the Board of Directors (Vorstand) jointly and severally represent the AG.

How are the members of the executive body appointed, dismissed and replaced?

Directors are appointed and dismissed by the supervisory board.

Is it possible to appoint corporate directors or must all directors be natural persons?

All directors and all members of the supervisory board must be natural persons.

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

An AG is legally required to have a supervisory board (Aufsichtsrat) consisting of at least three (3) members who are appointed/dismissed by the shareholders.

The main responsibility of the Aufsichtsrat is to supervise and advise the Board of Directors, and has approval authority over certain actions taken by the Board of Directors.

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

The shareholders may, at a meeting of all the shareholders (Hauptversammlung)  decide upon certain matters, including amending the Articles of Association, the appointment and dismissal of supervisory board members, and the adoption of the financial statements and profit distributions etc.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

In general, shareholders' resolutions can be passed by simple majority (>50% of the votes cast).

Some actions require higher approval thresholds (e.g. 75% for the amendment of the articles of association). Different approval thresholds may be stipulated in the articles of association.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

There are requirements regarding the composition of the supervisory board depending on the number of employees.

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

Annual financial statements (audited by an auditor) and an annual report must be set up by the Board of Directors, audited by the supervisory board and submitted to the shareholders' meeting. The annual financial statements must be filed with the Commercial Register.

Is the entity permitted to determine its own financial year?

Yes, as set forth in the Articles of Association.

Is the entity subject to any statutory (external) auditor obligations?

Yes, the annual financial statements must be audited by an external auditor.

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

In order to carry out a trade trade (Gewerbe), the AG needs to appoint a manager pursuant to applicable trade laws (Gewerberechtlicher Geschäftsführer). The manager is responsible for ensuring compliance with the applicable trade laws, as well as the professional conduct of its business.

Citizenship requirements: Austria, EEA signatory states, Switzerland, and other third countries with a residence permit.

Residency requirements: Austria, Switzerland, or any EEA signatory state.

Depending on the industry in which the AG operates, additional officers may be appointed (e.g. Data Protection Officer, Security Officer, Fire Safety Officer).

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

Shares (Aktien).

Are different classes of ownership interests possible? If so, what are some examples of different classes?

The AG may issue registered shares (Namensaktien) or, in case of a listing at a stock exchange, bearer shares (Inhaberaktien). The AG may also issue Vorzugsaktien (preferred shares) with increased share profit rights but without voting rights. Additional share classes can be determined on a contractual basis (e.g. in a shareholders' agreement).

What documentation is required for the transfer of ownership interests?

In general, no formal documentation is required for the transfer of shares.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

Registered shares are transferred by way of endorsement.

Additionally, in case of vinkulierte Namensaktien (registered shares with restricted transferability) the consent of the corporation to the transfer is required (in general, by resolution of the Board of Directors).

If registered shares are issued, all shareholders must be registered in a share register maintained by the company.

Are there any applicable stamp duties imposed when transferring ownership interests?

No.

How are shares issued? (including information on payment obligations, registration requirements)

New shares are issued by way of capital increases.

There are different kinds of capital increases:

• Ordinary capital increase upon resolution made at a meeting of the shareholders pursuant to which such shares are immediately issued to the acquirer(s) of the new shares;
• Authorised capital (Genehmigtes Kapital) pursuant to which the Board of Directors is authorised by the shareholders to increase the share capital under certain circumstances; and
• Conditional capital (Bedingtes Kapital) pursuant to which the capital increase by resolution made at a meeting of the shareholders is conditional upon certain criteria.

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

Contributions in kind are possible.

Shareholders’ contributions into the capital reserves are possible without issuing shares.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

Repurchase of shares by the company is possible if requirements under statutory law are met.

Share capital can be decreased by formal proceedings requiring, amongst others, a shareholders' resolution and a public announcement to inform the company's creditors.

Any requirements with respect to distributions to shareholders?

Shareholders only have a claim to the balance sheet profit based on the financial statements. Any other usage of a company’s capital for the benefit of shareholders is prohibited unless:

• such use of capital is part of an authorized capital reduction; or
• payment or other performance by the company is made pursuant to an agreement between the company and its shareholders at arm’s length.

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

Yes.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

The main costs that arise are for the preparation of the annual financial statements and the shareholders' meetings. There are additional fees and requirements if the company’s stock is listed.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

For 2024 and 2025: Corporate income tax (Körperschaftssteuer) of 23% on taxable income. In 2023 the tax was 24%. A 'minimum corporate income tax' of 5% of the statutory minimum share capital of EUR 70,000, a total therefore of EUR 3,500, applies.

Summary of any specific matters, e.g. recent or prospective major legal developments