Managing Director for an Austrian GmbH
We arrange your GmbH's managing director and, for a licensed activity, the trade-law managing director the Trade Act requires.
- At least one managing director§ 15 GmbHG
- Trade-law manager resident in Austria or the EEA§ 39 GewO
Every Austrian GmbH needs at least one managing director.
What this service covers
An Austrian GmbH must have at least one managing director (Geschäftsführer, the statutory manager), and only a natural person with legal capacity may be appointed (§ 15 Abs. 1 GmbHG). If the company exercises a trade, trade law adds a second post, the gewerberechtlicher Geschäftsführer (trade-law managing director). We arrange both for founders who live outside Austria.
A nominee managing director is arranged only as a disclosed appointment, named in the Firmenbuch (company register). The owners behind the company are reported under the Beneficial Owners Register Act (WiEReG), the regime that also governs how a trustee holds GmbH shares under WiEReG.
What's included
A resident or disclosed nominee managing director
We propose an appointee who meets the GmbH Act: a natural person with legal capacity and no disqualifying conviction, named in the Firmenbuch.
The trade-law managing director
Where the activity is a trade, we arrange the gewerberechtlicher Geschäftsführer: a person with authority to give instructions, active in the business, who has demonstrably consented to the appointment.
Register entry and trade notification
We prepare the Firmenbuch entry of the appointment and its power of representation, and the notice to the trade authority. A later change of director is one of the GmbH amendments in Austria.
Who it is for
Founders with no one in Austria to take the post
You are forming a GmbH from abroad or buying one, and no founder will act as managing director. Read what forming an Austrian GmbH involves from abroad or how buying a ready-made GmbH works.
A GmbH that exercises a trade
A legal person must always appoint a trade-law managing director to exercise a trade, and that person must really be active in the business. The licence itself: the Gewerbeberechtigung for a GmbH.
How the appointment works
No statutory timeline is published, so the steps carry no durations.
Confirm the activity
We check the planned activity against the Gewerbeordnung (Trade Act) before the articles are final. Free trades need no certificate of competence; regulated trades need a Befähigungsnachweis.
Check the appointee
The appointee must be a natural person with legal capacity. A conviction to more than six months for listed offences such as fraud bars the post for three years after it becomes final (§ 15 GmbHG).
Register and notify
The Firmenbuch enters the managing director and the power of representation. The trade-law appointment is notified to the district administrative authority, which informs the social-insurance carrier (§ 39 Abs. 4 GewO).
Keep the post filled
If the trade-law managing director leaves, a GmbH has six months to appoint a successor (Business Service Portal). Where no managing director lives in Austria, the court may appoint one in urgent cases (§ 15a Abs. 2 GmbHG).
Appointing a managing director
- Confirm the activityFree trade, or a regulated trade that needs a Befähigungsnachweis
- Check the appointeeNatural person with legal capacity; no conviction barring the post for three years, § 15 GmbHG
- Register and notifyFirmenbuch entry; the trade-law appointment to the district administrative authority, § 39 Abs. 4 GewO
- Keep the post filledTrade-law successor within six months; court appointment in urgent cases, § 15a Abs. 2 GmbHG
Not sure how this applies to your GmbH?
Send us your question before you commit to anything.
Documents you will need
- Evidence of legal capacity and of no disqualifying conviction, here or abroad
- The appointee's demonstrable consent to the appointment
- For the trade-law managing director: the Befähigungsnachweis (certificate of competence)
- Without one: a free application for individuelle Befähigung, based on references and training
- Proof of domicile in Austria, or of EEA residence for an EEA national
- For an employee appointee in a regulated trade: full insurance, at least half normal weekly hours
- A photo ID copy for each beneficial owner without an Austrian domicile (§ 5 Abs. 2 WiEReG)
- The business address relevant for service, for the Firmenbuch (§ 3 FBG)
Managing director duties at a glance
What company and trade law require of the appointee, as at 28 September 2026.
| What the law requires | Source |
|---|---|
| At least one managing director, a natural person with legal capacity; the managing directors represent the company jointly unless the articles say otherwise; in urgent cases the court may appoint one, also where none has habitual residence in Austria | § 15 Abs. 1, § 15a Abs. 2 GmbHG; WKO, GmbH overview |
| No appointment for three years after a final conviction to more than six months for listed offences (fraud, money laundering, tax fraud, fraudulent bankruptcy), foreign convictions included | § 15 Abs. 1a, 1b GmbHG |
| The diligence of a prudent businessman; a decision meets it where the director was not guided by extraneous interests and could reasonably assume, on adequate information, that he acted in the company's interest | § 25 GmbHG |
| Joint and several liability to the company for damage from a breach, named examples being unlawful distributions (repaying contributions, interest or profit shares not due) and payments after the duty to file for insolvency arose; also for dealings with the company without the required consent; a shareholders' resolution does not lift liability where the payment is needed to satisfy creditors; the claim lapses after five years | § 25 GmbHG |
| Supervisory board required where share capital exceeds EUR 70,000 and there are more than 50 shareholders, or employees average more than 300 (month-end counts of the preceding calendar year); group (more than 50 % holding), KG, merger and public-interest triggers also apply; a voluntary board is always possible | § 29 Abs. 1, 3, 6 GmbHG |
| A GmbH that exercises a trade must always appoint a trade-law managing director | § 39 GewO; Business Service Portal |
| Domicile in Austria, unless an EEA national resident in the EEA or service and enforcement of penalties are secured by agreement; the portal lists Austria, the EEA and Switzerland, a local and temporal ability to be present (e.g. living nearby), age 18, Austrian, EEA or Swiss nationality or a third-country residence title, and no grounds of exclusion, with dispensation possible | § 39 Abs. 2a GewO; Business Service Portal |
| Self-responsible authority to give instructions, actual activity in the business and demonstrable consent; in a regulated trade, a seat on the representing body or fully insured employment of at least half the normal weekly hours | § 39 Abs. 2, 3 GewO |
| Appointment and departure notified to the district administrative authority; the social-insurance carrier reports if the insurance ends; the trade holder is released from § 370 GewO responsibility only once a compliant appointment is notified | § 39 Abs. 4, 5 GewO |
| A successor within six months for a GmbH (one month for a sole trader), shorter where the trade endangers life or health or ran more than six months without one in the preceding two years | Business Service Portal |
Sources: GmbHG and GewO, consolidated texts in the Austrian Federal Legal Information System (RIS); Business Service Portal (USP); Austrian Economic Chambers (WKO). Law as at 28 September 2026.
Two managing director posts
Company-law managing director
- At least one per GmbH, § 15 Abs. 1 GmbHG
- A natural person with legal capacity
- Barred for three years after a final conviction to more than six months for listed offences, § 15 Abs. 1a, 1b
- Court appointment in urgent cases, § 15a Abs. 2
- Diligence of a prudent businessman; claims lapse after five years, § 25 GmbHG
Trade-law managing director
- Always appointed by a GmbH that exercises a trade, § 39 GewO
- Domicile in Austria, or an EEA national resident in the EEA, § 39 Abs. 2a
- Aged 18
- Actually active in the business, § 39 Abs. 2
- Regulated trade: on the representing body, or a fully insured employee for at least half the normal weekly hours
- A successor within six months for a GmbH
Problems we solve
"Our consulting company may need a licensed manager"
A consulting-type activity can be a regulated trade. We test it first; if it is regulated, the trade-law managing director must be active in the business, not a figurehead (§ 39 GewO).
"None of us lives in Austria. Who receives official post?"
No separate agent for service is required. The Firmenbuch records the business address relevant for service (§ 3 FBG), and that address is what keeps the company reachable.
Ready to appoint a managing director?
Send us the company details; we set out each appointment and its filings.
Why work with us
Prepared and reviewed by the gmbh-austria.com team. Updated 28 September 2026.
From our practice. Founders abroad tend to ask first who receives official post. The question that changes a plan is another one: whether a consulting-type activity is in fact a regulated trade, which decides what the trade-law managing director must be.
Related services
FAQ
My consulting company may need a licensed manager. Does it?
It depends on the activity. Trades not expressly classed as regulated are free and need no certificate of competence; regulated trades need a Befähigungsnachweis. Either way, a GmbH must appoint a trade-law managing director to exercise a trade, and that person must actually be active in the business and hold authority to give instructions (§ 39 GewO).
None of us lives in Austria. Who receives the GmbH's official post?
Austrian GmbH law requires no general agent for service (Zustellbevollmächtigter). The Firmenbuch records the company's seat and the business address relevant for service under § 3 Abs. 1 Z 4 FBG, and it also records when that address is unknown. The business address is therefore what keeps the company reachable by the authorities.
Can a GmbH have a foreign managing director?
Yes. The GmbH Act asks for a natural person with legal capacity and does not itself force a resident presence; where no managing director has habitual residence in Austria, the court may appoint one in urgent cases (§ 15a Abs. 2 GmbHG). The residence rules come from trade law and govern the trade-law managing director (§ 39 GewO).
Does the trade-law managing director have to live in Austria?
Not necessarily. Under § 39 Abs. 2a GewO the person needs a domicile in Austria unless they are an EEA national resident in an EEA state, or service and enforcement of administrative penalties are secured by agreement. The Business Service Portal lists Austria, an EEA state or Switzerland, and expects the person to be able to be present in the business.
What does the managing director of a GmbH do?
The managing director (Geschäftsführer) is the GmbH's mandatory organ: every GmbH needs at least one, and only a natural person with legal capacity qualifies. The managing directors represent the company jointly unless the articles provide otherwise, and they are recorded in the Firmenbuch. The duties and liability of the office are set out in the duties guide.
What is a GmbH in Austria?
A GmbH is the Austrian limited liability company. Only the company is liable with its assets; shareholders owe only the contributions they subscribed. One person can form it alone, with a declaration of establishment (Erklärung über die Errichtung der Gesellschaft) in place of the articles, and it must have at least one managing director.
What does "GmbH" stand for?
GmbH stands for Gesellschaft mit beschränkter Haftung, a company with limited liability. The name describes the core rule: the company is liable with its own assets, and shareholders owe only their subscribed contributions. Every GmbH must also have at least one managing director, a natural person with legal capacity.
Who can be a nominee director?
Anyone who may hold the office itself: a natural person with legal capacity who is not barred by a disqualifying conviction under § 15 GmbHG. A nominee is appointed and named in the Firmenbuch like any managing director. If the same person is also the trade-law managing director, the residence and activity rules of § 39 GewO apply as well.
What are the risks of being a nominee director?
The office is the same whoever holds it. A nominee is a managing director in full, named in the Firmenbuch, and as trade-law managing director must hold real authority and be active in the business; the trade authority is told when the appointment ends (§ 39 Abs. 4 GewO). The duties involved are set out in the duties guide.
What is the primary purpose of a nominee director?
For founders abroad, a nominee supplies the managing director a GmbH must have when no founder takes the post. The arrangement is disclosed: the appointee holds the office in full and is named in the Firmenbuch, and the owners behind the company are reported under WiEReG, with a photo ID copy for any owner domiciled abroad.
Is managing director higher than CEO?
In an Austrian GmbH the office with legal weight is the managing director (Geschäftsführer). The GmbH Act requires at least one, and the managing directors represent the company jointly unless the articles say otherwise. A title such as CEO is a job title; what the Firmenbuch records, and what binds the company, are the managing directors.
What happens if the trade-law managing director leaves?
The departure is notified to the district administrative authority, and a GmbH must appoint a successor within six months (a sole trader within one month), according to the Business Service Portal. The authority can shorten the period where the trade endangers life or health, or ran more than six months without one in the preceding two years.
Can one person be the trade-law managing director of several companies?
Within a group, yes: one person may be appointed for several group companies if they are an employee of at least one of them. In each company the appointee must still hold self-responsible authority to give instructions and be in fact active in the business, as § 39 GewO requires for every trade-law appointment.
Want your appointments set out?
Send the activity and where the founders live, or write to info@gmbh-austria.com; we reply with the appointments and filings required.