This section of the portal provides an overview of the commercial register in Austria.
The commercial register (Firmenbuch, also known as the ‘principal register’ (Hauptbuch)) contains information on all registered Austrian businesses (see Section 2 of the Commercial Register Act (Firmenbuchgesetz - FBG)). The documents on which those entries are based are stored in an electronic document archive kept by the Ministry of Justice. The company information and the document collection are available to the public online, but access is chargeable.
Company data is also available to Austrian authorities through the portal of the Federal Computing Centre (BRZ). EU members can access the data through the European Business Register (EBR).
Access to the Austrian commercial register is chargeable.
Anyone may access the commercial register database to obtain information on entries in the register.
A copy of the current data can be retrieved by entering the commercial register number (Firmenbuchnummer). Data that have been deleted can also be obtained on request (provided they are available electronically). Enquiries may also concern entries that have been recorded, amended or deleted recently.
Public access to the commercial register database is provided by firms known as ‘clearing houses’ (Verrechnungsstellen) contracted by the Ministry of Justice to handle enquiries. They provide chargeable services, such as answering enquiries relating to the commercial register or providing certified copies of entries in the register that are equivalent to officially produced certificates.
But a public document certifying the status of a firm in the commercial register for the use of a public authority can be issued only by a regional court (commercial register office (Firmenbuchabteilung)).
In accordance with Article 3a of Directive 2009/101/EC as amended by Directive 2012/17/EU, Member States must explain the provisions of national law according to which third parties can rely on the particulars and documents regarding companies referred to in Article 2 (e.g. power of representation of a body, articles of association). This information sheet sets out the legal situation in Austria.
In Austria, in accordance with Article 2 of Directive 2009/101/EC, the particulars and documents regarding public limited companies (Aktiengesellschaften - AG) and private limited companies (Gesellschaften mit beschränkter Haftung - GmbH) must be made available in the commercial register, the legal bases of which are the Commercial Code (Unternehmensgesetzbuch - UGB) and the Commercial Register Act (Firmenbuchgesetz - FBG). The commercial register is maintained by the courts in the form of an electronic register. It consists of the principal register, in which legal facts (e.g. power of representation of bodies) are entered and deleted, and the document collection, which contains relevant documents (e.g. articles of association).
In accordance with § 10(1) of the UGB, entries in the commercial register must be communicated in the legal notices database (Ediktsdatei, which is freely available online) on the one hand, and in the Wiener Zeitung Official Gazette on the other. This communication is deemed to take place at the time when the relevant data are entered in the legal notices database.
The effects of entries in the commercial register vis-à-vis third parties are regulated by § 15 of the UGB, which states that a fact which should have been entered in the commercial register, but was not, cannot be invoked by the company concerned against a third party, provided the third party was not already aware of the fact in question (paragraph 1). Once a fact has been entered, a third party must accept the fact as binding on it. However, this does not apply to legal actions brought within 15 days of the announcement, in so far as the third party can prove that the fact was neither known nor had needed to be known by him (paragraph 2). The company must also accept incorrect entries as binding on it vis-à-vis a third party in commercial transactions if it made the incorrect entry itself or did not delete an entry which it knew or should have known to be incorrect. However, the company does not have to accept incorrect entries as binding on it if it can prove either that the third party did not trade on the assumption that the entry was correct, or that the third party knew it was incorrect or did not know as a result of gross negligence (paragraph 3).
The binding version of the articles of association of an AG or a GmbH is always that which appears in the commercial register, as any amendment to the articles of association has no legal effect until it is entered in the commercial register (§ 148(3) of the Law on Public Limited Companies (Aktiengesetz - AktG), § 49(2) of the Law on Private Limited Companies (GmbH-Gesetz - GmbHG)).
The entries in the commercial register were originally stored on paper. When the register was automated in 1991, the paper data was transferred to an electronic database. Since then all data, both current and historical, has been available electronically.
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