A third-country company opens an Austrian branch. Section 107 GmbHG governs the domestic representative, Firmenbuch registration and documents.
A GmbH that already exists and has its registered office in a third country must bring two levels together for an Austrian branch: registration in the Firmenbuch and representation in Austria. Section 107 GmbHG requires companies outside the EU and EEA legal area to appoint at least one person with permanent judicial and extrajudicial authority to represent the company who has their ordinary residence in Austria.
The authority covers the branch’s entire business. The company’s personal statute, the scope of representation, the Firmenbuch details and the documents to be filed should therefore be reviewed as one connected record before the application is submitted.
Choose the starting point. The result identifies which part of the registration or representation rule should be reviewed first.
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Keep the branch registration requirement separate from the optional appointment of a permanent representative. The company’s legal form and applicable personal statute remain decisive.
Classify the registered office, legal form and personal statute using the formation and corporate documents. This determines whether section 107 subsection 2 GmbHG requires permanent domestic representation.
Check ordinary residence in Austria, the start and scope of the authority and whether representation is individual or joint. A limitation of the authority has no effect against third parties.
Bring together the publicly certified copy of the current articles, any certified German translation and the representative’s Firmenbuch details in one consistent application file.
Record the date of the amendment or proceeding, the current corporate documents and the authority to make the further application. The representative may file further applications alongside the directors, except the first application under section 107 subsection 1 GmbHG.
Section 107 subsection 1 GmbHG links the application to two facts: the registered office of the limited liability company is abroad and the company has an Austrian branch. The directors apply for the company to be entered in the Firmenbuch. The branch therefore creates an Austrian register connection for an existing foreign company.
The personal statute is decisive for the next step. It is the law under which the company is organised as a legal entity. If that law is outside the European Union and the European Economic Area, the special representation rule in section 107 subsection 2 GmbHG applies. The branch application and the appointment of the representative are separate steps that must still fit together.
This process does not create an Austrian GmbH. It concerns registration of a branch of an existing foreign company. A registered-office relocation of a GmbH raises different questions about the office, service and the Firmenbuch.
For a company whose personal statute is outside EU and EEA law, section 107 subsection 2 GmbHG requires at least one person with permanent judicial and extrajudicial authority to represent the company. The authority must cover the entire business of the Austrian branch. A mere service address or a power of attorney for one specific transaction does not describe this statutory position.
The representative must have their ordinary residence in Austria. The authority may be granted to one person individually or to several persons jointly. With joint representation, the appointed representatives act together. A limitation of the scope of authority has no effect against third parties. Internal allocations of tasks therefore cannot reduce the statutory external effect.
A company with an EU or EEA personal statute may appoint such a permanent representative. The wording of section 107 subsection 2 GmbHG makes the mandatory rule depend on the personal statute. The registered office, legal form and applicable corporate law should therefore be documented before the form of representation is selected.
Under section 107 subsection 3 GmbHG, the foreign company’s directors must provide their specimen signatures for safekeeping by the court. If a permanent representative is appointed under subsection 2, that representative must also provide a specimen signature. The signatures form part of the register file and must match the person and the authority recorded.
Section 107 subsection 4 GmbHG requires the current articles of association in a publicly certified copy. If the articles were not drawn up in German, a certified German translation must also be filed. The relevant document is the current corporate version, not an earlier draft or an isolated amendment without the remaining articles.
Further application requirements arise from the register provisions referred to by the Act. In preparing the file, the foreign corporate documents, the appointment of the representative, the signature, the translation and the Austrian Firmenbuch details should be tied to the same reference date.
Section 107 subsection 5 GmbHG specifies the additional information about the permanent representative. The entry includes the representative’s name and date of birth and the domestic business address relevant for service. It also states when the authority begins and whether the representative acts individually or jointly.
The register entry must match the appointment and the actual representation rule. If the person, service address or type of authority changes, updating only an internal power of attorney is not enough. The Firmenbuch application and the underlying documents should be checked together.
The company name must also fit the registered company and its Austrian branch. If the name changes, the article on changing a GmbH company name and aligning the articles with the Firmenbuch shows why the corporate documents, register application and business records should be coordinated.
Section 107 subsection 6 GmbHG requires the opening or refusal of insolvency or similar proceedings concerning the company’s assets, as well as amendments to the articles, to be entered in the Firmenbuch. The rule requires the register to remain current. It does not decide the substantive requirements of the proceeding or the foreign corporate law.
For an application concerning an amendment to the articles, section 51 subsections 1 and 2 GmbHG apply by analogy unless the foreign law requires a deviation. The current articles, the applicable foreign law and the Austrian register position therefore need to be considered together.
Section 107 subsection 7 GmbHG authorises the representative to make further Firmenbuch applications alongside the directors. The exception is the application under subsection 1. This distinction should be reflected expressly in the implementation plan.
The application file should bring together the current foreign articles, the evidence of the Austrian branch, the appointment of the permanent representative and the decision whether authority is individual or joint. It should also contain the domestic service address, the required specimen signatures and the information intended for the Firmenbuch entry.
The practical review starts by identifying the company’s personal statute. The next checks are the obligation of permanent representation, the scope of authority, the language of the documents, certification requirements and the register information. For a later change, the file is supplemented by the new articles or evidence of the relevant proceeding.
Clear documentation prevents a representative from being appointed internally while the type or scope of authority is recorded incorrectly or incompletely in the register. New articles and legal updates are available through BRANDaktuelle Rechtsnews.
Yes. If the GmbH has its registered office abroad and an Austrian branch, the directors must apply for registration under section 107 subsection 1 GmbHG.
The requirement applies when the company’s personal statute is not the law of an EU Member State or an EEA contracting state. The representative needs permanent judicial and extrajudicial authority for the branch’s entire business and ordinary residence in Austria.
Yes. Section 107 subsection 2 GmbHG allows the authority to be granted to several persons jointly. The Firmenbuch must then reflect joint representation.
The current articles must be filed as a publicly certified copy. If they are not in German, a certified German translation is also required.
The entry includes the name, date of birth, the domestic business address relevant for service, the start of the authority and whether it is individual or joint.
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