5 - Austria

Summary

Introduction

1. To implement Council Regulation (EC) No. 2157/2001 on the Statute for a European company (the ‘Regulation’) and transpose Council Directive 2001/86/EC supplementing the Statute for a European company with regard to the involvement of employees (the ‘Directive’), both of 8 October 2001, the Austrian legislature passed the Gesellschaftsrechtsänderungsgesetz 2004–GesRÄG 2004, which includes the Act on the statute for a European company (Societas Europaeaor ‘SE’) (the SE Gesetz or ‘SEG’). The SEG entered into force on 8 October 2004 and amends various other federal laws such as the Commercial Registry Act(Firmenbuchgesetz or ‘FBG’) and the Public Limited-Liability Companies Act (Aktiengesetz or ‘Akt’) in order to accommodate this new legal entity. In transposing the Directive, the legislature also added a sixth chapter to the Labour Constitution Act (Arbeitsverfassungsgesetz or ‘ ArbVG’) (see nos. 54–81 of this report).

Reasons to opt for an SE

1. The SE has certain advantages over national corporate forms in Austria. International joint-venture vehicles and multinationals in particular may appreciate the possibility to form an SE with companies from different Member States and the relative ease with which an SE's registered office may be transferred from one Member State to another. Moreover, the introduction of a one-tier management system could also help to promote the establishment of new corporate organisational schemes in Austria. Furthermore, since the abbreviation ‘SE’ may only be used by companies that take the form of a Societas Europaea, the SE could be used as a marketing tool by companies with pan-European operations. Considering the reduction of the corporate tax rate from 34% to 25%, effective 1 January 2005, and the introduction of an advantageous group taxation model, Austria is prepared to enter the competitive fray as the business location of choice for SEs.