Austria has enacted a significant package of amendments to its corporate legislation. The changes take effect progressively through 2025, with the principal compliance deadline falling at the close of the calendar year. International businesses that operate Austrian entities – or that plan to establish an Austrian presence – face concrete obligations that require attention now, not at year-end.
Austria's corporate legislation reforms update core rules governing company registration, the content of articles of association, the composition and duties of the board of directors, and the conduct of shareholder resolutions. The changes apply to all entities registered under Austrian corporate law, including limited liability companies and joint-stock companies. Businesses must audit their existing constitutional documents and internal governance procedures to confirm compliance before the statutory deadline.
This alert identifies the key changes, the business categories most directly affected, and the immediate actions international companies should take to avoid penalties and operational disruption.
What has changed and when it applies
Austria's corporate legislation has been revised across several interconnected areas. The amendments address four principal subjects.
Company registration and the registered office. The rules governing Firmenbuch (Austrian Commercial Register) filings have been tightened. Entities must ensure that their registered office address is accurate, current, and documented in the register. Any discrepancy between the physical seat of management and the registered address now triggers a mandatory correction obligation within a defined period. Failure to correct creates a presumption of non-compliance that can expose directors to personal liability under Austrian corporate legislation.
Articles of association. The reform introduces minimum content requirements for the articles of association of both limited liability companies and joint-stock companies. Certain provisions that were previously discretionary must now be expressly included. Entities whose existing articles of association predate the reform must amend and re-file those documents. The amendment process requires a formal shareholder resolution and, in most cases, notarial certification before submission to the Commercial Register.
Board of directors. Austrian corporate legislation now imposes stricter rules on the composition of supervisory boards in entities above prescribed size thresholds. Diversity and independence requirements have been clarified. Directors must confirm, in writing, that they satisfy the independence criteria at the time of appointment and on an annual basis thereafter. The board of directors is also required to maintain documented evidence of the decision-making processes for significant transactions.
Shareholder resolutions. Hybrid and fully remote shareholder meetings are now expressly regulated. The reform sets out technical and procedural standards for digital participation. Shareholder resolutions passed by electronic means must comply with specific authentication and record-keeping requirements. Resolutions that do not meet these standards are susceptible to challenge under Austrian corporate legislation, which carries a risk of nullification.
For international companies considering expansion alongside these changes, our analysis of mergers and acquisitions in Austria sets out how the reform affects deal structuring and due diligence timelines.
Which businesses are affected
The reforms apply to all entities incorporated under Austrian corporate law. However, the practical burden varies by entity type and size.
Limited liability companies (Gesellschaft mit beschränkter Haftung, or GmbH) face the broadest impact. The articles of association amendment requirement applies to virtually all GmbHs. A significant share of existing GmbHs hold constitutional documents that predate the minimum content requirements and will need to be updated.
Joint-stock companies (Aktiengesellschaft, or AG) face additional obligations regarding board composition and documented governance procedures. Entities that exceed the size thresholds set by the reform – measured by employee count, balance sheet total, or annual turnover – must also comply with the enhanced supervisory board rules.
Foreign-owned subsidiaries are fully within scope. An Austrian subsidiary of a non-Austrian parent is subject to Austrian corporate legislation regardless of the parent's jurisdiction. Parent companies that have not updated governance documents since the subsidiary's incorporation should treat this as a priority review.
Branch offices and holding structures are subject to the registered office and Commercial Register obligations. A holding entity that uses a registered agent address without a genuine management presence in Austria should assess whether its current arrangements satisfy the updated rules.
Companies with pending share transfers or restructuring plans should note that shareholder resolutions passed before the reform's effective date may still be valid. but any new resolutions must comply with the updated procedural requirements from the moment the reforms take effect.
To receive an expert assessment of your Austrian entity's compliance position, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
International companies with Austrian entities should take the following steps before the year-end compliance deadline.
- Review articles of association against the new minimum content requirements. Identify any provisions that must be added or amended. Engage a lawyer in Austria with experience in corporate legislation to confirm the scope of required changes for your specific entity type.
- Verify the registered office address in the Commercial Register. Confirm that the address on file matches the actual management seat. If a discrepancy exists, initiate the correction process immediately – the correction window is limited, and late filings attract additional scrutiny.
- Audit board composition and independence declarations. For entities above the size thresholds, confirm that each member of the board of directors meets the independence criteria and that written confirmations are on file. Schedule annual renewal of those declarations.
- Update internal procedures for shareholder resolutions. If your entity uses or plans to use remote or hybrid formats, document the technical and authentication standards now. Resolutions passed without compliant procedures are at risk of challenge.
- Coordinate with the parent company or ultimate beneficial owner. Changes to articles of association require a shareholder resolution. For foreign-owned entities, obtaining shareholder approval across time zones and legal systems takes time. Begin that process early.
A law firm in Austria with cross-border corporate experience can help sequence these steps efficiently, particularly where multiple group entities are affected simultaneously. A structured compliance review will identify which changes require notarial involvement and which can be handled administratively.
For a full picture of the ongoing corporate legal environment in Austria, our corporate law services page for Austria outlines the range of advisory support available to international clients.
Businesses that have recently restructured across jurisdictions may also find it useful to compare these Austrian developments with parallel reforms elsewhere. Our alert on corporate law reforms in Portugal covers similar compliance obligations under Portuguese corporate legislation.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our corporate law practice covers company registration, articles of association drafting and amendment, board governance, and shareholder resolution procedures in Austria and across European civil law systems. The firm combines Portuguese civil law expertise with English common law tradition, enabling us to advise international businesses that operate in multiple legal systems simultaneously. Our attorneys have advised on corporate governance and restructuring matters across both civil law and common law environments, supporting clients who need compliance counsel that translates across jurisdictions. To discuss your Austrian entity's compliance obligations under the 2025 reforms, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.