Nominee Shareholder (Treuhand) for an Austrian GmbH
A trustee holds the GmbH shares; you are reported as the beneficial owner, as WiEReG requires.
- Full beneficial-owner report§ 6 Abs. 2 WiEReG
- Filed within four weeks§ 5 WiEReG
A nominee shareholding is disclosed: the trustor is reported as the beneficial owner.
What this service covers
A nominee shareholding is a trust arrangement (Treuhandschaftsverhältnis): a trustee (Treuhänder) holds the GmbH shares as the registered shareholder for a trustor (Treugeber) who gives the instructions. The Beneficial Owners Register Act (WiEReG) treats the trustee as the nominee and the trustor as the nominator (§ 2a Abs. 3 WiEReG).
The arrangement is disclosed, never hidden. Under § 2 Z 1 lit. a WiEReG the trustor controls the company through the trust and is therefore a beneficial owner. We arrange the trustee shareholding, the Treuhand agreement and the filings that report it.
What's included
The Treuhand agreement
Drafting the agreement between trustee and trustor: who holds the shares, who gives instructions, and the scope of the trustor's control.
The full beneficial-owner report
The WiEReG filing that names the trustor as beneficial owner and the trustee as nominee, made electronically through the Business Service Portal (USP) within the statutory window.
Annual confirmation and changes
The yearly re-verification of the register entry, and a new report within four weeks of any change becoming known (§ 5 WiEReG).
Who it is for
Founders who want a trustee as shareholder
A founder abroad who wants a trustee to hold the shares, with the beneficial ownership reported as the law requires. The seat and address are a separate matter: our registered seat service.
Groups with a transitional shareholding
A company holding shares through a trustee during a restructuring. The nominator may be a natural person, a legal entity or a group of either (§ 2a Abs. 1 Z 1 WiEReG).
Buyers of an existing company
A founder buying a ready-made Austrian GmbH through a trustee. The purchase is its own step, transferring GmbH shares; the trust is then reported like any other.
How the arrangement works
Setting up the arrangement has no statutory duration; the reporting deadlines come from § 5 WiEReG.
Draft the Treuhand agreement
Trustee and trustor, who instructs whom, and the scope of control. A formal or an informal agreement counts equally under § 2a Abs. 1 Z 4 WiEReG.
File the full report
Because a trust exists, the GmbH loses its reporting exemption. It files a full § 5 report within four weeks of its first entry in the Firmenbuch (company register), or of the end of the exemption.
Transmit the photo ID
For a beneficial owner with no domicile in Austria, the GmbH also transmits a copy of the official photo ID electronically through USP (§ 5 Abs. 2 WiEReG).
Confirm annually, report changes
The GmbH re-verifies the entry every year and reports the result within four weeks of the due date. Any change is reported within four weeks of becoming aware of it.
A disclosed nominee shareholding under WiEReG
- Draft the Treuhand agreementWho holds, who instructs, the scope of control; formal or informal, § 2a Abs. 1 Z 4 WiEReG
- File the full reportThe reporting exemption is lost; full § 5 report within four weeks, § 6 Abs. 2 WiEReGReported
- Transmit the photo IDBeneficial owner without Austrian domicile: official photo ID copy via USP, § 5 Abs. 2
- Confirm annually, report changesThe yearly result and any change, each within four weeks, § 5 WiEReG
Not sure how this applies to your GmbH?
Send us your question before you commit to anything.
Documents you will need
- The Treuhand agreement between trustee and trustor, formal or informal
- Identification details of the trustor, reported as beneficial owner
- A copy of the official photo ID for each beneficial owner domiciled abroad
- The trustee's details as the registered shareholder
- Details of anyone else holding more than 25 % or exercising control
Nominee shareholding under WiEReG
How WiEReG treats each party and each duty, as at 28 September 2026.
| Party or duty | WiEReG treatment | Paragraph |
|---|---|---|
| Trustee (Treuhänder) | The nominee: registered shareholder acting on the trustor's instructions; not a beneficial owner by that fact alone | § 2a Abs. 2, 3 WiEReG |
| Trustor (Treugeber) | The nominator: controls the company through the trust and is reported as the beneficial owner | § 2 Z 1 lit. a, § 2a Abs. 3 WiEReG |
| Nominee agreement and nominee director | The agreement may be formal or informal; a nominee director manages routinely in his own name, subject to the nominator's instructions | § 2a Abs. 1 Z 3, 4 WiEReG |
| Beneficial owner and control | More than 25 % of shares or voting rights makes a beneficial owner; more than 50 %, or 50 % plus one share, is control | § 2 Z 1 WiEReG |
| Reporting exemption | Lost once a trust or nominee arrangement exists; a full report is due (FlexCo: § 6 Abs. 2a) | § 6 Abs. 2 WiEReG |
| First report | Within four weeks of first entry in the Firmenbuch, or of the end of an exemption | § 5 WiEReG |
| Changes and annual re-verification | Changes within four weeks of becoming aware; the yearly result within four weeks of its due date | § 5 WiEReG |
| Owner without Austrian domicile | Copy of the official photo ID, transmitted electronically through USP | § 5 Abs. 2 WiEReG |
| Access to the register | Not public; an extract only on a demonstrated legitimate interest | § 10 Abs. 1 WiEReG |
| Failure to disclose; due-diligence breach | Report omitting beneficial owners, nominees, nominee directors or nominators: Finanzvergehen, up to EUR 200,000 (intent) or EUR 100,000 (gross negligence). Breach of the § 3 duties: up to EUR 75,000 or EUR 25,000 | § 15 Abs. 1 Z 1, Abs. 2a WiEReG |
Source: WiEReG, consolidated text in the Austrian Federal Legal Information System (RIS). Law as at 28 September 2026.
Who holds, who is reported
Problems we solve
"A nominee keeps my name private"
It does not. Under § 6 Abs. 2 WiEReG a trust arrangement removes the GmbH's reporting exemption, and the trustor is reported as the beneficial owner who exercises control. We prepare the filing on that basis.
"We never signed anything with the trustee"
An informal understanding is still a nominee agreement (§ 2a Abs. 1 Z 4 WiEReG). We put it in writing, so the filing matches what was agreed.
"Anyone can look up the beneficial owner"
The register is not public: inspection needs a legitimate interest (§ 10 WiEReG). Inspection can be restricted only on a disproportionate risk (§ 10a WiEReG); being known is not one.
Ready to set up a disclosed nominee shareholding?
Send us the shareholding you plan; we set out the agreement and the filings it triggers.
Why work with us
Prepared and reviewed by the gmbh-austria.com team. Updated 28 September 2026.
From our practice. Founders often assume a nominee shareholding stays private. The question that decides the filing is simpler: does any trust arrangement exist, written or not? If it does, the full report is due, and we prepare it from the start.
Related services
FAQ
Does a nominee shareholder keep my name off the register?
No. Under § 6 Abs. 2 WiEReG a trust or nominee arrangement (Treuhandschaftsverhältnis) under § 2a removes the GmbH's reporting exemption, so a full beneficial-owner report is due. The trustee appears as the registered shareholder, and the trustor is reported as the beneficial owner who exercises control through the trust.
Can anyone look up the beneficial owner in the register?
No. The beneficial owners register is not open to the general public. Persons and organisations that demonstrate a legitimate interest (berechtigtes Interesse) may take an extract (§ 10 Abs. 1 WiEReG). A beneficial owner may apply to restrict inspection on showing a disproportionate risk, but the mere fact that ownership becomes known is not such a risk.
Does an informal nominee arrangement count?
Yes. WiEReG defines a nominee agreement as a formal or informal arrangement under which a nominee undertakes to act for the nominator (§ 2a Abs. 1 Z 4). An unwritten understanding that the registered shareholder follows someone else's instructions is therefore reportable in the same way as a signed Treuhand agreement.
All our shareholders are natural persons. Is the GmbH still exempt?
Not once a trust arrangement exists. A GmbH whose shareholders are all natural persons is normally exempt from filing. Under § 6 Abs. 2 WiEReG that exemption falls away where a nominee agreement exists, and the GmbH must file a full § 5 report. The rule for a FlexCo is the same (§ 6 Abs. 2a WiEReG).
What if the nominee arrangement is not disclosed?
An incorrect or incomplete report that fails to disclose beneficial owners, nominees, nominee directors or nominators is a financial offence (Finanzvergehen) under § 15 Abs. 1 Z 1 WiEReG: up to EUR 200,000 for intent, EUR 100,000 for gross negligence. Breaching the § 3 duties to identify and verify the beneficial owner carries up to EUR 75,000 and EUR 25,000 (§ 15 Abs. 2a).
Who is a nominee shareholder?
A nominee shareholder is the person or entity that holds shares as owner on the instructions of someone else, the nominator (§ 2a Abs. 1 Z 2 WiEReG). In a Treuhand arrangement a trustee (Treuhänder) holds the GmbH shares for a trustor (Treugeber); WiEReG treats the trustee as nominee and the trustor as nominator (§ 2a Abs. 3).
What is the difference between a shareholder and a nominee shareholder?
A shareholder holds the shares for himself. A nominee holds them as the registered shareholder but acts on the nominator's instructions. Being a nominee does not by itself make a person a beneficial owner (§ 2a Abs. 2 WiEReG); the trustor, who controls the company through the trust, is reported as the beneficial owner (§ 2 Z 1 lit. a).
What is a nominee shareholder agreement?
It is the agreement under which the nominee undertakes to act for the nominator, which WiEReG calls a Nominee-Vereinbarung; it may be formal or informal (§ 2a Abs. 1 Z 4). For GmbH shares it is the Treuhand agreement, which sets out who holds the shares, who gives the instructions and the scope of the trustor's control.
What is a GmbH in Austria?
A GmbH (Gesellschaft mit beschränkter Haftung) is the Austrian limited liability company. Under WiEReG it is exempt from filing a beneficial-owner report only while every shareholder is a natural person and no trust or nominee arrangement exists (§ 6 Abs. 2). With a trustee as shareholder, the full report is always due.
Can a company be the trustor or the trustee?
Yes. WiEReG defines the nominator as a natural person, a legal entity (Rechtsträger) or a group of either that instructs a nominee, and the nominee as the person or entity that acts as owner for the nominator (§ 2a Abs. 1 Z 1 and 2). The trust arrangement is reported under the same rules in either case.
When is the WiEReG filing due?
Within four weeks of the GmbH's first entry in the Firmenbuch, or of the end of an exemption, as when a trust arrangement is set up for an exempt company. Changes are reported within four weeks of becoming aware of them, and the result of the annual re-verification within four weeks of its due date (§ 5 WiEReG).
Does a beneficial owner living abroad need to send ID?
Yes. Where a beneficial owner is a natural person with no domicile in Austria, the GmbH must transmit a copy of that person's official photo ID (§ 5 Abs. 2 WiEReG). The report and the copy go electronically through the Business Service Portal (USP) to Statistik Austria, which processes them for the register authority.
Can the nominee also act as managing director?
WiEReG treats that as a separate role: a nominee director (Nominee-Direktor) routinely manages a company in his own name, subject to the nominator's instructions (§ 2a Abs. 1 Z 3), and must be disclosed as well. The office carries full duties: see what a GmbH managing director is liable for and our managing director service.
Want the arrangement set out?
Send the planned shareholding, or write to info@gmbh-austria.com; we reply with the agreement and the filings required.