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Articles of Incorporation form the foundational legal document that officially creates a company in Austria (Gesellschaftsvertrag for GmbHs or Satzung for AGs). This crucial document outlines your company's basic structure, purpose, and core operating rules under Austrian corporate law.

When you submit Articles of Incorporation to the Austrian Commercial Register (Firmenbuch), you must include essential details like your company name, registered office, business purpose, and share capital structure. Once approved, this document serves as your company's "birth certificate" and establishes its legal personality, enabling it to conduct business, own assets, and enter contracts independently.

You need Articles of Incorporation when starting any new company in Austria, particularly when establishing a GmbH (limited liability company) or AG (stock corporation). This document becomes essential before registering with the Firmenbuch and launching business operations, opening bank accounts, or signing contracts with suppliers and customers.

The timing matters most during your company's initial formation phase. Austrian law requires submitting Articles of Incorporation to establish basic corporate governance, protect shareholder interests, and define management structures. Companies expanding into Austria from abroad also need this document to set up local subsidiaries or branch offices within the Austrian legal framework.

• Standard GmbH Articles (Gesellschaftsvertrag): Used for limited liability companies, requiring at least €35,000 capital and detailed management structures
• AG Articles (Satzung): Required for stock corporations, with stricter governance rules and minimum €70,000 share capital
• Simplified GmbH Articles: Available for single-shareholder companies with basic structures
• Non-Profit Articles: Tailored for charitable organizations, including specific purpose clauses and distribution restrictions
• Branch Office Articles: Modified version for foreign companies establishing Austrian operations, focusing on local representation and liability

• Company Founders: Initial signatories who establish the company and define its basic structure
• Austrian Notaries: Must authenticate Articles of Incorporation and ensure compliance with legal requirements
• Corporate Lawyers: Draft and review the document to protect client interests and ensure legal validity
• Commercial Register Officials: Review and process the Articles for company registration
• Management Board: Operates within the framework established by the Articles
• Shareholders: Bound by the Articles' provisions regarding their rights, obligations, and company governance

• Company Details: Decide on company name, registered office address, and business purpose
• Capital Structure: Determine share capital amount, number of shares, and shareholder contributions
• Management Setup: Plan management board structure and signing authority rules
• Shareholder Rights: Define voting rights, profit distribution, and transfer restrictions
• Required Documents: Gather passport copies, proof of capital deposit, and specimen signatures
• Notary Appointment: Schedule authentication meeting with an Austrian notary
• Registration Forms: Prepare supplementary Firmenbuch registration documents

• Company Name: Full legal name and type of company (GmbH or AG)
• Registered Office: Official company address and jurisdiction in Austria
• Corporate Purpose: Detailed description of business activities and scope
• Share Capital: Amount, division, and types of shares or contributions
• Management Structure: Composition and powers of management board
• Shareholder Rights: Voting mechanisms and profit distribution rules
• General Assembly: Procedures for shareholder meetings and decision-making
• Duration: Company lifespan (usually unlimited) and dis����ֱ�� terms

Articles of Incorporation and Articles of Association are often confused in Austria, but they serve different purposes in corporate formation. While Articles of Incorporation establish the company's legal existence with the Firmenbuch, Articles of Association detail the internal rules and operational framework.

• Legal Status: Articles of Incorporation create the company's legal personality, while Articles of Association govern its internal operations
• Timing: Incorporation documents must be filed first during company formation; Association documents guide ongoing governance
• Modification Process: Changing Articles of Incorporation requires formal registration updates, while Association changes often need only shareholder approval
• Content Focus: Incorporation covers basic company identity and structure; Association details day-to-day management rules and shareholder rights