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Certificate of Incorporation
I need a Certificate of Incorporation for a new limited liability company in Austria, detailing the company's name, registered office address, initial share capital, and the names and addresses of the founding members. The document should comply with Austrian corporate law and include the company's articles of association.
What is a Certificate of Incorporation?
A Certificate of Incorporation in Austria, known locally as "Firmenbuchauszug," serves as the official proof that your company legally exists. This vital document shows key details about your business, including its name, registration number, legal form, and registered office address.
Austrian companies need this certificate when opening bank accounts, signing contracts, or dealing with government agencies. You can get it from the Austrian Commercial Register (Firmenbuch) through district courts or authorized notaries. The certificate stays valid for business use but should be no older than 6 months when presented to official bodies.
When should you use a Certificate of Incorporation?
Your Certificate of Incorporation becomes essential in key business moments across Austria. Banks require it to open company accounts, while potential business partners need it to verify your company's legal status before signing major contracts. Government agencies also ask for this document when you apply for permits or licenses.
Keep your certificate ready when bidding on public tenders, applying for EU funding, or expanding operations into other Austrian states. Many international partners require it for cross-border transactions. Since Austrian authorities expect certificates to be recent, get a fresh copy from the Firmenbuch if yours is over 6 months old.
What are the different types of Certificate of Incorporation?
- Letter Of Incorporation: Basic form used for simpler business structures, typically for sole proprietorships or small partnerships in Austria.
- Certificate Of Incorporation And Articles Of Incorporation: Comprehensive package combining both registration proof and detailed company rules, common for larger GmbHs and AGs.
- Company Registration Certificate: Standard format issued by the Firmenbuch, includes core business details and legal status, used for most official transactions.
Who should typically use a Certificate of Incorporation?
- Company Founders: Request and submit the certificate during initial business registration with the Austrian Commercial Register (Firmenbuch).
- Managing Directors (Gesch盲ftsf眉hrer): Use the certificate to prove their authority when representing the company in legal and business matters.
- Banks and Financial Institutions: Require the certificate when opening business accounts or processing major financial transactions.
- Notaries and Legal Advisors: Help obtain and verify certificates, ensuring compliance with Austrian corporate law.
- Business Partners: Review certificates to confirm a company's legal status before entering significant contracts or partnerships.
How do you write a Certificate of Incorporation?
- Company Details: Gather full legal name, business address, registration number from the Firmenbuch, and type of business entity (GmbH, AG, etc.).
- Ownership Structure: List all shareholders, their ownership percentages, and contribution amounts in euros.
- Management Information: Include names and roles of all managing directors (Gesch盲ftsf眉hrer) and board members.
- Business Purpose: Prepare a clear description of your company's activities as registered with Austrian authorities.
- Documentation: Have founding documents, tax registration, and trade licenses ready for reference.
- Official Verification: Schedule an appointment with a notary for document authentication and submission to the Firmenbuch.
What should be included in a Certificate of Incorporation?
- Company Identification: Full legal name, Firmenbuch number, and registered office address in Austria.
- Legal Form: Clear specification of company type (GmbH, AG, etc.) and initial capital amount.
- Business Purpose: Detailed description of authorized business activities as approved by Austrian authorities.
- Management Structure: Names and positions of managing directors, board members, and authorized representatives.
- Share Information: Distribution of shares, shareholder details, and voting rights.
- Official Validation: Court certification stamp, registration date, and notary authentication marks.
- Governing Law: Reference to Austrian corporate law and relevant EU regulations.
What's the difference between a Certificate of Incorporation and a Certificate of Incumbency?
While a Certificate of Incorporation proves your company's legal existence in Austria, a Certificate of Incumbency serves a different but related purpose. Let's explore their key differences:
- Primary Function: A Certificate of Incorporation establishes your company's legal existence in the Firmenbuch, while a Certificate of Incumbency verifies who currently holds positions of authority within the company.
- Timing of Use: You need the Certificate of Incorporation for initial business registration and major transactions, but the Certificate of Incumbency comes into play when proving current management structure to third parties.
- Legal Weight: The Certificate of Incorporation is a foundational document issued by Austrian authorities, whereas the Certificate of Incumbency is typically issued by company secretaries or notaries as supplementary proof.
- Updating Requirements: Your Certificate of Incorporation remains valid unless major company details change, but a Certificate of Incumbency needs regular updates when leadership changes occur.
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