BMJ: Corporate Digitization Act under Review

Jul 8, 2022 Benn-Ibler Rechtsanwälte 08.07.2022

The Austrian Federal Ministry of Justice (Bundesministerium für Justiz, BMJ) has submitted the Company Law Digitization Act for review which is designed to implement European Company Law Digitization Directive 2019/1151.

When establishing a GmbH (private limited company), it will soon be possible to deposit the required share capital into the account of a banking institution in the European Economic Area. Previously, such funds were only permitted to be deposited into a domestic account (Section 10 (2) GmbHG amended; § 10 abs 2 GmbHG neu).

Entries in the commercial register shall be deemed to have been published at the beginning of the day of execution. The exemption from the obligation to publish company register entries for sole proprietors and registered partnerships (Art XXIII para 15 Company Register Act; Art XXIII Abs 15 Firmenbuchgesetz) shall cease to apply. Instead, there is now an obligation to publish this information in the Edict File (but not in the Wiener Zeitung).

In the future, entries in the commercial register by sole proprietors within the meaning of Section 8 (1) of the Austrian Commercial Code (§ 8 Abs 1 UGB) will no longer require certification, provided they are made via an online form by use of electronic proof of identity. This also applies to the attached signature of the name of that person (Section 11 (3) UGB amended; § 11 Abs 3 UGB neu).

Also, a decision on applications concerning the first-time registration of a legal entity or a branch office in the commercial register shall be made as swiftly as possible (within 5 days). In case this is not possible, the applicant shall be informed immediately (Section 20a FBG amended; § 20a FBG neu).

In addition, a free quick reference will be provided for individual queries from the commercial register, including a.o. information on a company’s name and legal form, registered office, commercial register number, Internet address, name and date of birth of the sole proprietor or persons authorized to represent the company, and the beginning and type of power of representation (Section 34 (1b) FBG amended; § 34 Abs 1b FBG neu).

In addition, the Court Fees Act will be amended comprehensively.

The changes are scheduled to take effect on October 1, 2022.

214/ME – XXVII. GP