Glossary

Glossary entries

Shelf companyVorratsgesellschaft

A company that already exists in the Commercial Register and has been held, unused, so that it can be transferred to a future owner instead of being newly incorporated.A shelf company is a legitimate pre-registered entity. It is not a shell company in the pejorative sense, and the label alone says nothing about an individual company's history, capital or current status.

Austrian GmbHGesellschaft mit beschränkter Haftung

The Austrian limited liability company: a separate legal person, entered in the Commercial Register, whose shareholders are ordinarily liable only up to their committed capital contribution.

Commercial RegisterFirmenbuch

The authoritative Austrian public register of companies. It records the company name, registration number, registered office, articles, managing directors and their representation authority, and the registered share capital.The register establishes what is registered. It does not establish trading history, banking access or tax and licence positions for a new intended activity.

Registration numberFirmenbuchnummer (FN)

The identifier under which a company is entered in the Commercial Register, used to locate the company's official record.

ShareholderGesellschafter

A holder of shares in the company. Shareholders appoint and remove managing directors and decide fundamental corporate matters.Holding shares does not by itself confer authority to represent the company externally.

Managing directorGeschäftsführer

A person appointed to represent the company externally and to carry the statutory duties attached to that authority, entered in the Commercial Register together with the extent of that authority.

Representation authorityVertretungsbefugnis

Whether a managing director may act for the company alone or only jointly with another, as recorded in the register.

Beneficial ownerwirtschaftlicher Eigentümer

The natural person or persons ultimately behind an ownership chain, identified for anti-money-laundering and beneficial-ownership reporting purposes.Beneficial-owner information is handled in a separate secure environment and is never collected through this public website.

Share capitalStammkapital

The capital committed to the company as recorded in the articles and the register. Austrian law sets the applicable minimum and the amount ordinarily contributed in cash on formation.Registered capital, paid-in capital and the capital actually available in the company today are three different things and must be evidenced separately, each with a date.

Paid-in capitaleingezahltes Stammkapital

The portion of the share capital that has actually been contributed to the company, as distinct from the amount registered.

Share transferAbtretung eines Geschäftsanteils

The legal act by which ownership of a share in a GmbH passes from one party to another. Austrian company law requires a notarial deed for a transfer by legal transaction.

NotaryNotar

The Austrian public officer who establishes the identity of the parties, records the transfer in the required notarial form and handles the subsequent register filing.

VAT identification numberUID-Nummer

The identifier used for value-added-tax purposes in intra-EU trade, administered by the tax authority.The existence of a number at the point of sale is not a promise that it remains usable for a new owner's intended activity. The position is company-specific, dated and subject to the tax authority's own review.

Trade licenceGewerbeberechtigung

The authorisation required to carry on a regulated business activity in Austria, which may also require a qualified trade-law manager.Whether a licence is needed depends on the buyer's intended activity, not on the company's historic registration.

Trade-law managergewerberechtlicher Geschäftsführer

The person who satisfies the qualification requirements for a regulated trade, which is a separate role from commercial-law management.

Registered officeSitz

The company's official seat as recorded in the register, which may differ from the address at which the business actually operates.

Know your customer (KYC)

The identity and background checks that regulated professionals and banks are required to complete before acting for a client or opening an account.KYC documents are handled in a separate secure environment. No identity or source-of-funds document is ever requested on this public website.

Due diligence

The review a buyer and their advisers carry out before a transaction, covering corporate, financial, tax and legal matters within a defined scope.Any due-diligence statement is limited to a defined scope and an evidence cut-off date, and is never an absolute assurance about a company's obligations.

Evidence cut-off date

The date up to which the stated evidence was gathered. Anything occurring after that date falls outside the review.

Company Passport

The branded summary used on this website to present a company's facts, evidence scope, cut-off date, open conditions, cost boundary and next action in one place.A Company Passport is a summary prepared by Shelf-Company.at. It is not an official government document, a certificate or a guarantee.