Commercial register

The company register (formerly the Commercial Register , English commercial register ) is one of the Austrian regional courts (in Vienna from Vienna Commercial Court , in Graz by the Regional Court for Civil Matters Graz electronically run) public directory . It is used to record and disclose facts that are to be entered in accordance with company law, in particular to document the basic facts and legal relationships of fully commercial enterprises and to make them publicly available. This includes, for example, entries about the submission of the annual financial statements, changes to the persons authorized to represent or functions. The establishment and management of the commercial register are regulated in the Commercial Register Act (FBG).

Via the European Business Register , the company register is linked to other European commercial registers and can be viewed across borders.

history

Until December 31, 1991, the trade and cooperative registers were kept in manuals (by hand ). On January 1, 1991, the Federal Law on the Commercial Register and amendments to the Commercial Code replaced the provisions on the establishment and management of registers that had supplemented the Commercial Code up to that point by the Commercial Register Act (FBG). The ordinances on the creation and management of trade and cooperative registers, some of which originated in the 19th century, expired at the same time.

In § 28 FBG the Federal Minister of Justice was authorized to order the conversion of the commercial register to automated data processing (ADV) as a replacement for the manually managed registers.

Since the regulation on electronic legal transactions (ERV 2006) came into force on January 1, 2006, entries and enclosures in the commercial register procedure can be submitted electronically (§ 8a ERV 2006).

The disclosure requirement is still regulated in the Commercial Code, which continues to apply under the name of the Company Code (UGB). Section 8 of the UGB regulates which companies are required to be registered. Section 15 UGB standardizes the publicity of the commercial register in accordance with German Section 15 HGB .

The ratio of the FBG for UGB in Austria corresponds to the ratio of the Commercial Register Ordinance on Commercial Code in German law.

Legal basis

The commercial register is kept at the locally competent regional court in non-contentious proceedings (Section 7 UGB, Section 15 FBG) and consists of the main ledger and the collection of documents. Each registered legal entity receives a centrally specified commercial register number (FN) for the entire federal territory , even if the registered office is relocated, the name or the legal form is changed. This commercial register number is therefore suitable for the unambiguous identification of a legal entity throughout Austria. Even after the legal entity has been deleted, the company register number remains and historical company register queries can be obtained. The commercial register number consists of a maximum of six digits, followed by a lowercase letter as a test character.

The general ledger is kept digitally and contains all essential data relating to the company.
The collection of documents is an act about the company which, in addition to the articles of association, contains the list of shareholders and managers, sample signatures, bank confirmations, shareholder resolutions, etc.

Scope and content

The following legal entities are to be entered in the commercial register (Section 2 FBG):

Sole proprietorships (if they are not subject to the accounting obligation according to § 189 UGB , the entry according to § 8 Abs. 1 UGB is voluntary)

Open companies (OG)

Limited partnerships (KG)

Stock corporations (AG)

Limited Liability Companies (GmbH)

Commercial and economic cooperatives

Mutual insurance associations

Savings banks

Private foundations

European economic interest groups

European companies (SE)

European Cooperatives (SCE)

In the commercial register (main ledger), certain mandatory and optional, registrable facts are noted (§ 3 FBG):

the commercial register number (FN);
the company (name of the entrepreneur under whom he does business);
the legal form;
the domicile and domicile of branches and the relevant business address for deliveries;
a brief description of the line of business;
Day of conclusion of the articles of association;
Name and date of birth of the sole trader, authorized representatives, authorized signatories and liquidators (liquidators); In the case of OG , KG and acquisition companies, the names and dates of birth of the personally liable partners and limited partners who are not authorized to represent (amount of the capital contribution), in the case of limited liability companies and stock corporations the names and dates of birth of the members of the supervisory board;
Names and dates of birth of the shareholders of a Gesellschaft mbH as well as capital contributions and the payments made on them;
the share capital;
certain other legal relationships, such as the beginning of the company, initiation of insolvency proceedings , etc.
optionally the website

registration

The entries in the commercial register are usually only made at the request of the persons involved. Exceptionally, certain entries are made ex officio, e.g. B. Registration and filing of bankruptcy, deletion of companies. The entry of the company in the commercial register is a regular prerequisite for the creation of a company (see Section 2 GmbHG, Section 123 UGB, Section 7 Private Foundation Act ).

The entries in the commercial register are published - with certain exceptions - in the official gazette of the Wiener Zeitung and in the central gazette for entries in the commercial register of the Republic of Austria, published by the Federal Ministry of Economics and Labor. Entries about sole proprietorships, OG and KG in the database of the commercial register are deemed to have been made known and do not have to be published.

Extracts

Since July 11, 2005 the document collections of all commercial register courts have been kept electronically.

The commercial register (general ledger) is a public register that anyone can inspect. However, the query created via the Internet for a fee is not a public document. If a public document is required (e.g. evidence, official communication), this query must be made by a commercial register court or queried from a public notary and certified by him. For some time now it has also been possible to create excerpts from the company register with an official signature via the Internet. This means that a notary is no longer required for certification. Disadvantage: currently only for current extracts, but not for company register extracts with an extract of the trade license and / or historical data.

The courts save the documents in two ways: in-court or released for the public. It is therefore possible to view the documents submitted for the collection of documents, which have been released for public access via the Internet, for a fee via a clearing house as PDF . The documents requested online can be called up with or without an electronic official signature. Currently, the certificate can only be signed up to a file size of 1 MB.

literature

Helmut Auer and C. Zib: From the commercial register to the commercial register . 1993
Georg Kodek , Georg Nowotny, Michael Umfahrer: Commercial Register Act. FBG and company book law provisions of the UGB . Manz , 2019. ISBN 978-3-214-00675-4
Eveline Artmann (Ed.): UGB. Volume 1: Corporate Code with Commercial Register Act, AÖSp, SVS, RVS and CMR . Verlag Österreich , 3rd edition 2019. ISBN 978-3-7046-8144-7