Company Law Amendment Act 2013 - 2013 Gesräg

Original Language Title: Gesellschaftsrechts-Änderungsgesetz 2013 – GesRÄG 2013

Read the untranslated law here: http://www.ris.bka.gv.at/Dokumente/BgblAuth/BGBLA_2013_I_109/BGBLA_2013_I_109.html

109. Federal law be changed with the GmbH law, the insolvency regulations, the notary fees Act, the lawyers collective bargaining Act and the Act 1988 (company law amendment Act 2013 - GesRÄG 2013)

The National Council has decided:

Table of contents



Article 1 amendment to the GmbH law article 2 amendment of the insolvency procedure article 3 amendment of notary tariff law article 4 amending lawyer rate law article 5 amendment of the Corporation Tax Act 1988 article 6 final and transitional provision Article 1

Change of the GmbH law

The GmbH law, RGBl. No. 58/1906, last amended by Federal Law Gazette I no. 53/2011, is amended as follows:

1 in § 4 para 3 first sentence is replaced by the phrase "Form of a notarial act" the twist "Notarization by a notary Act".

2. in article 6, paragraph 1, the amount of "35 000" by the amount of "10 000" is replaced.

3. in article 10, paragraph 1, second sentence replaces the amount "17 500" by the amount of "5 000".

4. paragraph 12:

"§ 12. For the publication of the registration, section 10 applies (UGB) with the proviso that the notice in the Official Gazette of the Wiener Zeitung is omitted. Be included, where appropriate, the following provisions of the social contract in the publication:



1. provisions relating to the way in which to publish the announcements emanating from the company are;

2. the provisions referred to in section 6 paragraph 4."

5. in article 23, the phrase is "the sections 130 and 260 German Stock Corporation Act 1965" through the turn "article 229 paragraph 4 to 7 (UGB) and § 260 AktG" replaced.

6 paragraph 36:

"§ 36 (1) has the meeting to take place at the registered office of the company, unless otherwise determined in the social contract. She shall be convened by the Managing Director, as far as other people are not authorized by law or the social contract.

(2) that Convention is, as far as not a decision-making outside thereof is allowed, at least once a year, and except in the law or in the memorandum expressly specified cases whenever to convene, if it requires the interest of society. This has to happen, if half of the capital is lost then especially without delay or the own funds ratio (§ 23 URG) less than eight per cent and the fictitious period of debt repayment (section 24 URG) is more than 15 years. In these cases the Managing Director have the decisions taken by the Assembly to inform the Court."

7 paragraph 51 paragraph 2:

"(2) on the registration the § 11 and 12 with the proviso shall apply mutatis mutandis, that also the publication in the Official Gazette of the Wiener Zeitung is required."

8. in article 52, paragraph 4, the phrase "Notarization by a notary Act" is replaced by the phrase "Form of notarial acts".

9. in section 54 para 3 first sentence replaced the amount of "35 000" by the amount of "10 000".

10 12 the following paragraph is added to article the 127:

"(12) § 4 para 3, § 6 para 1, § 10 para 1, § 12, § 36, § 51 para 2, § 52 para 4 and § 54 para 3 as amended by the company law amendment Act 2013, Federal Law Gazette I no. 109/2013, with 1 July 2013 into force."

Article 2

Amendment of the insolvency procedure

The insolvency regulations, RGBl. No. 337/1914, amended by Federal Law Gazette I no. 111/2010, is amended as follows:

1. in paragraph 69, according to paragraph 3, the following paragraph 3a is inserted:

"(3a) a domestic or foreign corporation has no organ-community representatives, so the obligation meets the shareholder who is involved with a share of more than half of the capital referred to in paragraph 2. Section 3 last sentence shall apply mutatis mutandis."

2. According to § 275, 276 the following section including headline is attached:

"The GesRÄG 2013 entry into force provision

"§ 276. § 69 paragraph 3a of the company law amendment Act amended 2013, Federal Law Gazette I no. 109/2013, with 1 July 2013 enter into force."

Article 3

Amendment of the notary tariff act

The notary tariff Act, Federal Law Gazette no 576/1973, as last amended by Federal Law Gazette.  No. 141/2009, is amended as follows:

§ 5 paragraph 8 reads:

"(8) in the case of certification decision on creation of a company is the nominal amount of the share capital and changed when a change in the capital the nominal amount of the capital, the capital is decisive." In the case of an amount of output, this is decisive. The deed refers to a declaration made by a natural person on the establishment of a society with limited liability whose capital does not reach 35 000 euro, satisfy the requirements of the new start-up promotion law one of the notary him use provided final written draft of the party can, the minimum content of § 4 para 1 GmbHG, the appointment of the Managing Director, as well as the replacement of start-up costs pursuant to section 7 para 2 GmbHG confined to and the , apart from the additions due to the shape of the notary's Office, requires no modification or addition to, the subject of 1 000 euros is to evaluate; Same applies to attestation of signatures associated with the application. the registration of a company must be fulfilled the conditions of the first half set"

Article 4

Change of the lawyer rate law

The lawyer rate law, BGBl. No. 189/1969, as last amended by Federal Law Gazette I no. 58/2010, is amended as follows:

1 paragraph is amended as follows 10 Z 5:

(a) in lit. the amount of "EUR 35 000", c is replaced by the amount "EUR 10 000".

(b) after lit. d the following final sentence is added:

"when applications for the registration of a company with limited liability on the basis of a the requirements of § 5 paragraph 8 third sentence NTG fulfilling Declaration is the subject of EUR 1 000 to evaluate."

The following paragraph 5 is added to § 2. 26:

"(5) § 2013, Federal Law Gazette I no. 109/2013, 10 Z 5 of the company law amendment Act amended 1 July 2013 into force and is to apply to claims which are brought after 30 June 2013 in court."

Article 5

Amendment of the Corporation Tax Act 1988

The Act 1988, BGBl. No. 401, last amended by Federal Law Gazette I no. 112/2012, is amended as follows:

1. § 24 para 4 No. 3 is omitted.

2. section 26c following paragraphs 38 and 39 shall be added:



"38. § 24 para 4 No. 3 occurs at the end of the 31.12.2013 override. From the 1.7.2013, § 24 para 4 comes I Z 3 as amended by BGBl. No. 109/2013 only to the application, if the is from article 24 par. 4 Z 1 or Z 2 resulting minimum tax is higher.

39. for the calendar year 2013 already fixed advance payments are fully taxable even before the 1.7.2013 companies with limited liability not redetermine."

Article 6

Final and transitional provisions

Article 3 of this Federal Act (Amendment of notary tariff Act) shall enter into force 1 July 2013. The amended provision (§ 5 paragraph 8 NTG) is to apply to certifications, which are carried out after 30 June 2013.

Fischer

Faymann