Holding GmbH and Austrian Subsidiary

No. Tax advice in Austria is reserved to a licensed tax adviser (Steuerberater). We handle the corporate side: forming each GmbH, the shareholdings, the managing directors and the register filings. We state what § 9 and § 10 KStG provide; whether they apply to your group is for the tax adviser to assess.

Under § 10 Abs. 1 Z 1 KStG, profit shares from Austrian corporations are exempt from KöSt without any minimum holding or holding period. Foreign dividends are exempt where the payer meets the Parent-Subsidiary Directive conditions (Z 5) or is a comparable corporation in a state with full administrative assistance (Z 6). A licensed tax adviser assesses your case.

Under § 10 Abs. 2 KStG, a holding of at least one tenth in a comparable foreign corporation, held without interruption for at least one year. Gains, losses and other changes in value are then left out of account, unless the option for tax effectiveness is taken in the return for the year of acquisition (§ 10 Abs. 3 KStG).

Yes, the minimum tax. Under § 24 Abs. 4 KStG it is 5 percent of one quarter of the GmbH minimum capital for each full calendar quarter: EUR 125. The reduced amount for the first years was repealed by BGBl. I Nr. 200/2023. Minimum tax paid above actual KöSt is credited like an advance payment, without time limit.

Managing directors must be natural persons with legal capacity (§ 15 Abs. 1 GmbHG). § 15a Abs. 2 GmbHG lets the court appoint one in urgent cases, also where no managing director is habitually resident in Austria. A GmbH exercising a trade must appoint a trade-law managing director, resident in Austria, an EEA state or Switzerland.

Not where an Austrian parent corporation holds at least one tenth of the capital (§ 94 Z 2 EStG). The same applies to an EU parent meeting the Parent-Subsidiary Directive conditions once the holding has lasted at least one year. In abuse cases set by regulation, or for hidden distributions, tax is withheld and refunded on the parent's application.

No statutory timeline is published for these formations, so we give no fixed duration. The sequence is fixed: the structure is set, the capital is paid in, and each GmbH is entered in the Firmenbuch as a company of its own. The one-year test for an international participation counts how long the holding has existed.

A company with limited liability: only the company is liable with its assets, and shareholders owe only their subscribed contributions. The reform of 1 January 2024 cut the minimum share capital to EUR 10,000 (it was EUR 35,000), and each contribution is at least EUR 70 (§ 6 Abs. 1 GmbHG). It needs at least one managing director.

A corporation with share capital, taxed as a company: its profit bears corporate income tax (Körperschaftsteuer) of 23 percent for calendar years from 2024 (§ 22 Abs. 1 KStG). It acts through its managing directors, who represent it jointly unless the articles say otherwise. One person can form it alone.

Yes. A GmbH may be formed by one person under § 3 Abs. 2 GmbHG. The articles of association are then replaced by a unilateral declaration of establishment (Erklärung über die Errichtung der Gesellschaft). The same minimum capital applies: EUR 10,000, of which at least EUR 5,000 is paid in cash before registration (§ 10 Abs. 1 GmbHG).

Form it as a GmbH of its own: articles or a declaration of establishment, EUR 10,000 share capital with at least half in cash contributions and EUR 5,000 paid in, at least one managing director, and a Firmenbuch filing. The court fee for a GmbH's first registration is EUR 522 from 1 August 2026 (GGG TP 10 Z I).

The financial link of § 9 Abs. 4 KStG: more than 50 percent of both nominal capital and voting rights, held directly, through a partnership or through other group members. A participation syndicate (Beteiligungsgemeinschaft) qualifies if it holds more than 50 percent in total, with one member at 40 percent or more and each other member at 15 percent or more.

Yes, as a group member, if it is resident in an EU state or a state with full administrative assistance and is linked only to Austrian group members or the group parent (§ 9 Abs. 2 KStG). A corporation resident in several states can be group parent only with an Austrian branch registered in the Firmenbuch.

Under § 3 Abs. 1 Z 4 FBG the register records the seat and the business address relevant for service (für Zustellungen maßgebliche Geschäftsanschrift); under Z 4a it also records the fact that such an address is unknown. No separate agent for service (Zustellbevollmächtigter) is required for a GmbH.

Corporate income tax is 23 percent for calendar years from 2024 and 24 percent for 2023 (§ 22 Abs. 1 KStG). Distributions to individual shareholders bear 27.5 percent Kapitalertragsteuer with final-taxation effect, and gains on selling a shareholding are taxed at the same flat rate. Unnamed payment recipients trigger a 25 percent surcharge (§ 22 Abs. 3 KStG).