Private Companies

The Austrian legal system knows as private companies beside the so-called dormant society and the company under civil law (GesbR) also the open society (OG) and the limited partnership (KG). While the dormant partnership and the company under civil law are outside the scope of the Austria UBO Act and therefore do not have to register their ultimate beneficial owner, the situation for the OG and KG is more differentiated: Since these two types of partnerships are explicitly inside the scope of the Austrian UBO Act, their true ultimate beneficial owners should also be apparent from the UBO register. Since for both types of companies registration in the company register is necessary upon foundation, data of the respective fully liable partners can be automatically transferred from the company register to the UBO register in many cases. Therefore exemption from the obligation to register is applicable if the following two conditions are met:

  1. All fully liable partner are natural persons or, by implication, no non-natural entity is a fully liable partner of the company

and

  1. No other person exercises directly or indirectly control over the management board.

Is one of the fully liable partners of an open society (OG) or a limited partnership another company (or a non-natural entity), registration to the Austrian UBO register has to be carried out proactively. This is because according to Austrian law only natural persons can be considered as ultimate beneficial owners. In conclusion the true ultimate beneficial owner of private companies with a non-natural entity as fully liable partner cannot be extracted from the company register , as the registered non-natural person can never be considered as ultimate beneficial owners.

If none of the fully liable partners is a legal entity and no third party exercises control over the decisions of the management, no registration is necessary by law, but can nevertheless be advisable. For example, if the articles of partnership or if voting syndicate agreements create a divergent ultimate beneficial ownership, which results in untrue UBO register entries.

Certain professional service providers (e.g. lawyers, notaries, tax consultants) have to identify the identity of their potential customers in the framework of the EU-wide measures against money laundering and combating terrorism before the initiation of business and are allowed to access the UBO register for this purpose. If the true ultimate beneficial owners are not registered there and if the professional service provider becomes aware of this, he must not use the data deposited there to establish the identity, which can result in increased bureaucracy. For this reason, we recommend to register the ultimate beneficial owners in disregard of the exemption from registration, if the data stored in the UBO register does not correspond with the ultimate beneficial owner.

If it emerges that no natural person can be identified as ultimate beneficial owner , the members of the  management-board, ie generally all partner of an open society (OG) or all general partners of a limited partnership (KG) (or their beneficial owners, if they are non-natural persons)have to be registered as beneficial owners.

If you want to test without any further obligation, whether your open society (OG) or your general partnership (KG) has the obligation to register in the Austrian UBO register you may use our free self-check here.

However, please be advised that a documented verification of the UBO entry has to be performed in any case, regardless of whether there is an exemption from the obligation to register or not.

Examples (german)

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