Company Law Amendment Act 2013 - 2013 Gesräg

Original Language Title: Gesellschaftsrechts-Änderungsgesetz 2013 – GesRÄG 2013

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$20 per month, or Get a Day Pass for only USD$4.99.

109. Federal law with which the GmbH-Gesetz, the Insolvenzordnung, the Notariatstarifgesetz, the Rechtsanwaltstarifgesetz and the Corporate Tax Act 1988 are amended (Company Law Amendment Act 2013-GesRÄG 2013)

The National Council has decided:

table of contents

Article 1

Change of the GmbH-Act

Article 2

Amendment of the Insolvency Code

Article 3

Amendment of the Notarial Tariff Act

Article 4

Amendment of the Law on Lawyers

Article 5

Amendment of the Corporate Tax Act 1988

Article 6

Closure and transitional provision

Article 1

Change of the GmbH-Act

The GmbH-Law, RGBl. No 58/1906, as last amended by the Federal Law BGBl. I No 53/2011, shall be amended as follows:

1. In § 4 para. 3, first sentence, the turn shall be "Assessment by a notarial act" through the turn "Form of a notarial act" replaced.

2. In § 6 (1) the amount shall be "35 000" by the amount "10 000" replaced.

3. In § 10 (1), second sentence, the amount shall be "17 500" by the amount "5 000" replaced.

4. § 12 reads:

" § 12. § 10 of the German Commercial Code (UGB) shall apply for the publication of the registration, subject to the proviso that the notice shall not be published in the Official Journal of the Vienna The following provisions of the social contract shall also be included in the publication, where appropriate:

1.

provisions relating to the manner in which the notices emanating from the company are to be published;

2.

the provisions referred to in Article 6 (4). "

5. In § 23 the Wendung "§ § 130 and 260 AktG 1965" through the turn "§ 229 (4) to (7) UGB and § 260 AktG" replaced.

6. § 36 reads:

" § 36. (1) The Assembly shall take place at the seat of the Company, if nothing else is determined in the Social Contract. It shall be convened by the managing directors, unless other persons are empowered to do so under the law or the social contract.

(2) The Assembly shall, in so far as it is not permitted to take a decision outside the Assembly, be convened at least once a year and in addition to the cases expressly provided for in the law or in the social contract, whenever it is the interest of the Society requires. This has to be done, in particular, without default if it arises that half of the share capital has been lost or the own resources ratio (§ 23 URG) is less than eight of the hundred and the fictitious debt repayment period (§ 24 URG) more than 15 years. In such cases, the General Managers shall inform the Company's Court of Appeal of the decisions taken by the Assembly. "

Section 51 (2) reads as follows:

§ 11 and 12 shall apply to the application with the proviso that the notice shall also be required in the Official Journal of the Wiener Zeitung. "

8. In Section 52 (4), the turn shall be "Assessment by a notarial act" through the turn "Form of a notarial act" replaced.

9. In § 54 (3), first sentence, the amount shall be: "35 000" by the amount "10 000" replaced.

(10) The following paragraph 12 is added to § 127:

" (12) § 4 para. 3, § 6 para. 1, § 10 para. 1, § 12, § 36, § 51 para. 2, § 52 paragraph 4 and § 54 paragraph 3 in the version of the Company Law Amendment Act 2013, BGBl. I n ° 109/2013, enter into force on 1 July 2013. "

Article 2

Amendment of the Insolvency Code

The insolvency order, RGBl. No 337/1914, as last amended by the Federal Law of the Federal Republic of Germany (BGBl). I n ° 111/2010, is amended as follows:

1. In § 69, the following paragraph 3a is inserted after paragraph 3:

" (3a) If a domestic or foreign capital company does not have an organic representative, the obligation under para. 2 shall meet the shareholder, who is involved in the share capital with a share of more than half. The last sentence of paragraph 3 shall apply mutatily. "

2. In accordance with § 275, the following § 276 together with the title is added:

" Entry into force at the GesRÄG 2013

§ 276. Section 69 (3a) in the version of the Company Law Amendment Act 2013, BGBl. I n ° 109/2013, will enter into force on 1 July 2013. "

Article 3

Amendment of the Notarial Tariff Act

The Notariatstarifgesetz, BGBl. No. 576/1973, as last amended by the Federal Law BGBl. N ° 141/2009, shall be amended as follows:

Section 5 (8) reads as follows:

" (8) In the case of a decision to establish a company, the nominal amount of the share capital and, in the case of a change in the capital, the nominal amount of the capital in respect of which the capital is changed shall be the decisive factor. In the case of an issue, it shall be relevant. Where the assessment relates to a declaration made by a natural person on the establishment of a limited liability company fulfilling the conditions of the New Founding Support Act, whose share capital is EUR 35 000. in which the notary may use a final written draft provided to him by the party, based on the minimum content of Section 4 (1) of the GmbHG, the appointment of the managing director and the replacement of the start-up costs in accordance with § § 4. 7 para. 2 GmbHG and which, apart from the notarial form, If additional, no modification or addition is required, the subject-matter shall be assessed at EUR 1 000; the same shall apply to the authentication of signatures in connection with the registration of the registration of a first Half-sentence fulfilling company. "

Article 4

Amendment of the Law on Lawyers

The Law of the Law of Lawyers, BGBl. No. 189/1969, as last amended by the Federal Law BGBl. I n ° 58/2010, is amended as follows:

1. § 10 Z 5 shall be amended as follows:

(a) In lit. c shall be the amount of "EUR 35 000" by the amount of "10 000 euro" replaced.

(b) After lit. The following final sentence shall be added:

"In the case of applications for registration of a limited liability company on the basis of a declaration fulfilling the requirements of § 5 (8) third sentence NTG, the subject-matter shall be assessed at EUR 1 000."

(2) The following paragraph 5 is added to § 26:

" (5) § 10 Z 5 in the version of the Company Law Amendment Act 2013, BGBl. I No 109/2013, will enter into force on 1 July 2013 and shall apply to applications submitted to the General Court after 30 June 2013. "

Article 5

Amendment of the Corporate Tax Act 1988

The Corporation Tax Act 1988, BGBl. No. 401, as last amended by the Federal Law BGBl. I No 112/2012, shall be amended as follows:

1. § 24 (4) Z 3 is deleted.

2. In § 26c, the following paragraphs 38 and 39 are added:

" 38.

Section 24 (4) Z 3 shall expire at the end of 31.12.2013. As of 1 July 2013, § 24 paragraph 4 Z 3 will be published in the version before the BGBl. I n ° 109/2013 only if the minimum tax resulting from § 24 (4) (1) or (2) (2) is higher.

39.

For the calendar year 2013, pre-payments already fixed for already limited liability companies with limited liability are not to be re-established for the calendar year 2013. "

Article 6

Closure and transitional provision

Article 3 of this Federal Act (amendment of the Notarial Code Act) shall enter into force on 1 July 2013. The amended provision (Section 5 (8) NTG) must be applied to assessments made after 30 June 2013.

Fischer

Faymann