Austria · Company formation
Company Liquidation
in Austria
We wind up solvent Austrian companies and take them through to deletion from the Firmenbuch.
- Solvent winding up only, not insolvency
- No distribution until three months after the creditor call, GmbHG § 91 Abs. 3
- No registration fee in the court tariff for the dissolution or the deletion
- Tax clearance before the register court deletes anything
What a solvent winding up is, and where this page stops
An Austrian company does not disappear when its owners stop using it. It is dissolved, then wound up, then deleted, and it keeps its legal personality, its filing duties and its tax number through all three. This page is that route for a company that can still pay what it owes. If you are setting one up instead, start from company registration austria.
A company that cannot pay its debts is somewhere else entirely. Where it is illiquid or over-indebted the Insolvenzordnung applies, proceedings must be applied for within a deadline, and the people running the company carry criminal exposure the solvent route does not. We do not act in insolvency proceedings. The deadline and the statutes are further down, and they are the first thing to check before anyone signs a dissolution resolution.
What the winding-up service includes
The resolution and the two register filings.
Drafting the dissolution resolution and the appointment of liquidators, coordinating the notarial recording GmbHG § 84 Abs. 1 Z 2 needs, and filing both.
The creditor call.
Preparing the notice, arranging publication, keeping the evidence the register court wants at the end.
The opening balance sheet and the liquidation accounts.
For the start of the winding up and the close of each financial year, disclosed as before.
Realising and settling.
Collecting receivables, selling assets, ending contracts and leases, settling or securing every liability.
The tax file.
The returns for the winding-up period, the notice that the activity has ended, and the clearance certificate the register court needs.
The distribution and the deletion.
The distribution on paid-in contributions, timed against the statutory bar, then the deletion application with proof of discharge, custody of the books and the licence, SVS and payroll deregistrations.
We are not the liquidator. That office belongs to the directors, or to whoever the articles, the shareholders or the court put in it. We prepare the file it has to produce.
How an Austrian company is dissolved
By resolution of the shareholders. The ground an owner normally chooses. It needs notarial recording (GmbHG § 84 Abs. 1 Z 2), and the articles may add grounds of their own (§ 84 Abs. 2).
By time, or by a merger. The period fixed in the articles runs out (Z 1), or the shareholders resolve on a merger (Z 3), which takes the company off the register without a winding up (§ 96 Abs. 1).
By an authority or a court. The Landeshauptmann may order dissolution where the company exceeds the limits of its field of activity, or the directors commit an offence in the business such that further trading would risk abuse (§ 86 Abs. 1). The commercial court may order it too (§ 84 Abs. 1 Z 6).
By insolvency, which is not a choice. The company is dissolved by the opening of insolvency proceedings, and equally by a final decision refusing to open or lifting them for want of cost-covering assets (§ 84 Abs. 1 Z 4).
Dissolution is not deletion. It changes what the company is for. The deletion, at the far end of the winding up, ends it.
How the process works
Resolve the dissolution.
Signed by the shareholders and recorded by a notary (GmbHG § 84 Abs. 1 Z 2). The company's purpose becomes its own winding up and its name carries the liquidation designation (UGB § 153).
Appoint and file the liquidators.
The directors become the liquidators unless the articles or a resolution appoint others; a tenth of the capital, or EUR 700,000 nominal, may ask the court for others (GmbHG § 89).
File the dissolution with the register.
The directors file it at once (§ 88 Abs. 1). Ignore the court's demand and it enters the dissolution and appoints the liquidators itself (Abs. 3), publicly, in the austria corporate registry.
Publish the creditor call.
The liquidators publish the dissolution and call on creditors to report, and known creditors must be called on directly (GmbHG § 91 Abs. 1). What federal law once required in the Wiener Zeitung is now published on EVI (WZEVI-Gesetz § 6 Abs. 1, BGBl. I Nr. 46/2023).
Draw the opening balance sheet, then wind the business down.
The liquidators end the current business, collect the receivables, turn the rest into money and pay the creditors, taking on new business only to finish pending deals (UGB § 149 Abs. 1). Selling the undertaking whole needs three quarters of the votes (§ 90 Abs. 4).
Settle, secure, retain.
Amounts uncollected, amounts for claims not yet due or disputed, and floating liabilities are retained rather than distributed (§ 91 Abs. 2).
Wait out the statutory bar, then distribute.
The remaining assets may not go to the shareholders before three months have run from the day the creditor call was published (§ 91 Abs. 3). The split follows the paid-in contributions unless the articles say otherwise; what nobody collects is deposited with the court (Abs. 4).
Apply for deletion.
The liquidators apply to the commercial court to delete the liquidation firm, proving the discharge granted by resolution (GmbHG § 93 Abs. 1). The books go into custody for seven years (Abs. 3).
On timing: we state no duration for a liquidation. The three months in § 91 Abs. 3 is a minimum before distribution and starts only at publication. The rest depends on what has to be collected, sold, settled and assessed, and on a register court for which no processing time is published.
Austria · solvent winding up · GmbHG §§ 84 to 93
- 01Resolve the dissolutionGmbHG § 84 Abs. 1 Z 2, recorded by a notaryNo statutory period
- 02Appoint and file the liquidatorsGmbHG § 89No statutory period
- 03File the dissolution with the registerGmbHG § 88 Abs. 1, filed at onceNo statutory period
- 04Publish the creditor callGmbHG § 91 Abs. 1. Known creditors are called on directlyNo statutory period
- 05Draw the opening balance sheet, then wind the business downUGB § 149 Abs. 1No statutory period
- 06Settle, secure, retainGmbHG § 91 Abs. 2No statutory period
- 07Wait out the statutory bar, then distributeGmbHG § 91 Abs. 33 months, minimum, from publication of the creditor call
- 08Apply for deletionGmbHG § 93 Abs. 1. The books go into custody for seven years, Abs. 3No statutory period
No total duration is fixed by any Austrian instrument.
Want the route mapped before the resolution is signed?
Send the register extract, the last accounts and a list of open liabilities. You get the route, the filings and the statutory bar in writing.
What you will need to supply
- A current register extract and the articles in force.
- Identification for every shareholder voting on the dissolution.
- The dissolution resolution, or authority for us to draft it for notarial recording.
- The intended liquidators and their specimen signatures.
- The last filed accounts and the bookkeeping to the dissolution date.
- Every known creditor with an address: each must be called on directly.
- Open contracts, bank mandates, and any unpaid share capital, which stays callable.
- Registrations to unwind: trade licence, UID, SVS account, payroll.
- Any pending or threatened claim, and any security over company assets.
What the register court charges
These are court fees fixed by statute, not our fees, payable once per filing and owed whatever the outcome.
| Item | From 1 August 2026 | Previous, from 1 April 2025 | Tariff reference |
|---|---|---|---|
| Eingabengebühr, application fee on a filing at a GmbH | EUR 47 | EUR 44 | TP 10 Z I lit. a Z 5, Anm. 2 |
| Paper filing instead of electronic legal communication | EUR 24 | EUR 23 | TP 10 Anm. 1, with Anmerkung Z 1a to Z I lit. a |
| Entering the dissolution | no registration fee in the tariff | TP 10 Z I lit. c lists twelve entries and this is not one | |
| Entering the liquidators and their power of representation | no registration fee in the tariff | same | |
| Deleting the company at the end of the winding up | no registration fee in the tariff | same | |
| Each filing of a liquidation year's accounts | EUR 47 | EUR 44 | TP 10 Z I lit. a Z 5 with Anmerkung Z 1 lit. c |
| Amending the articles during the winding up, where it happens | EUR 70 | EUR 66 | TP 10 Z I lit. c Z 10, Anm. 15 |
| Applying to the court to appoint or remove a liquidator | EUR 47 | EUR 44 | TP 10 Z I lit. a, Anmerkung Z 1 lit. b |
Firmenbuch court fees on a winding up, Gerichtsgebührengesetz Tarifpost 10 Z I, in the amounts raised by BGBl. II Nr. 227/2026 with effect from 1 August 2026. The registration-fee list in lit. c runs from capital changes to cross-border conversions and names no dissolution, liquidator or deletion, so no registration fee arises on them. Source: RIS, GGG Art. 1 § 32 with the Tarif, in the version in force from 1 October 2026.
Three ways a company leaves the Firmenbuch
- Decided by the shareholders
- Liquidators appointed
- Creditor call published
- Three-month bar before distribution
- Distribution to the shareholders
- Deletion from the register
- Applied for by the chamber or a tax office, or done ex officio
- No winding up at all
- Presumed asset-less after two unfiled years plus six months
- The winding up revives if assets appear
- Not a choice
- A filing duty inside sixty days
- A court and an administrator
- Criminal exposure
We do not act here
What the company still owes while the liquidation runs
Dissolving a company suspends none of this. Every duty below runs to the deletion, and some past it.
| Obligation | What continues | Source |
|---|---|---|
| Opening balance sheet | drawn for the beginning of the liquidation | GmbHG § 91 Abs. 1 |
| Annual accounts and management report | for the close of each financial year; the existing financial year may be kept | GmbHG § 91 Abs. 1 with AktG § 211 Abs. 1 |
| Disclosure to the register | UGB §§ 277 to 279 and 281 continue to apply | AktG § 211 Abs. 2, applied by GmbHG § 91 Abs. 1 |
| Statutory audit | falls away during the winding up; the court may still order an audit for good cause on a qualified minority's application | AktG § 211 Abs. 3 |
| Minimum corporate income tax | EUR 125 per full quarter, EUR 500 a year for a GmbH, charged for every full quarter of unlimited tax liability | § 24 Abs. 4 Z 1 KStG |
| Corporate tax | assessed on the liquidation profit for the winding-up period | § 19 KStG |
| Register filings | the dissolution filed at once; the liquidators and every later change filed by them | GmbHG § 88 Abs. 1, § 89 Abs. 4 |
| Coercive fines for a missed filing | up to EUR 3,600, repeatable after two months; threefold against an organ of a medium and sixfold against an organ of a large company | FBG § 24 Abs. 1, Abs. 2 and Abs. 5 |
| Trade licence | ends with the extinction of the legal person, or earlier on surrender; dormancy notified to the chamber within three weeks | GewO 1994 § 85 Z 3 and Z 7, § 93 Abs. 1 |
| Tax office | the end of the activity notified within one month | BAO §§ 120 and 121 |
| SVS | a change ending compulsory insurance notified within one month | GSVG § 18 Abs. 1 |
| Unpaid share capital | further calls admissible only so far as they appear necessary to satisfy creditors, and always in proportion to what was paid before the dissolution | GmbHG § 90 Abs. 3 |
| Books and papers | custody for seven years after the end of the year in which the liquidation ended | GmbHG § 93 Abs. 3 |
What a dissolved Austrian company still owes, each with its paragraph, as in force on 17 September 2026. The accounting duties are the ones owners assume have lapsed; the general rules behind them sit on austria annual accounts. The deletion gate is BAO § 160, Abs. 3 and Abs. 4.
How a liquidation is taxed
A winding up is not taxed year by year. Where a company that has resolved its dissolution actually winds up, the assessment rests on the Liquidationsgewinn, the profit of the whole winding-up period, found by setting the closing winding-up assets against the opening ones. Unsold assets come in at their gemeiner Wert, and where the dissolution falls in the year of formation the opening figure is the paid-in capital (KStG § 19 Abs. 1 to 5).
The period assessed may not exceed three years, or five inside insolvency proceedings, and the tax office may extend it on application in deserving cases (§ 19 Abs. 3). That is a ceiling on what one assessment may cover, not a statement about how long a liquidation takes. Until the deletion the company also keeps paying minimum corporate income tax, which § 24 Abs. 4 Z 1 KStG charges for every full quarter of unlimited tax liability.
Insolvency is a different procedure, with its own deadline
The two triggers, and either one is enough. Opening insolvency proceedings presupposes illiquidity, assumed in particular where the debtor stops paying and not requiring creditors to press (IO § 66). Over a legal person they are opened also on over-indebtedness (IO § 67).
Sixty days, and the duty binds the people. Proceedings must then be applied for without culpable delay and at the latest sixty days after the illiquidity arose, 120 days where a natural disaster caused it. The duty binds the organs of a legal person (IO § 69 Abs. 2, Abs. 2a and Abs. 3).
The exposure the solvent route does not carry. Creditors may claim damages for a dividend worsened by a late application (IO § 69 Abs. 5). StGB § 159 Abs. 1 and Abs. 2 punish grossly negligent damage to creditor interests with up to a year's imprisonment or 720 daily rates, and Abs. 5 Z 4 and Z 5 count not keeping the books, and not preparing annual accounts among the conduct that does it.
We do not act in insolvency proceedings and nothing here is insolvency advice. If either trigger may be met, the sixty-day clock matters more than any plan on this page.
Problems owners hit, and how each is handled
"We will just stop filing and let it be struck off."
An asset-less capital company can indeed be deleted on the chamber's or a tax office's application, or ex officio, with no winding up at all, and is presumed asset-less once two consecutive years of accounts are unfiled and six months have passed (FBG § 40 Abs. 1). Meanwhile the missing filings draw coercive fines, and the deletion reverses the moment assets appear (Abs. 4).
The tax office holds the key to the deletion.
No deletion of a GmbH, FlexCo, AG, cooperative or Privatstiftung is entered until the tax office for corporate income tax certifies no objection (BAO § 160 Abs. 3). Unfiled returns stop everything.
A creditor nobody listed.
Known creditors must be called on directly, not only through the publication (GmbHG § 91 Abs. 1), and disputed or unmatured claims are retained rather than distributed (Abs. 2).
Distributing too early.
The three-month bar in § 91 Abs. 3 runs from the publication date, not from the resolution, the register entry or the last payment to a creditor.
Buying the exit instead of building it.
Owners moving into a ready made company austria sometimes leave the old one dormant. That closes nothing: it keeps its filing duties, its minimum corporate income tax and its exposure to coercive fines until it is deleted.
Want the file checked before it goes to the register court?
Send the resolution, the creditor list and the accounts. We will say what the court and the tax office are likely to ask.
How this page is kept accurate
Last updated 17 September 2026. Every figure is cited to the Austrian statute named beside it, read at source in the version in force on that date, with its gazette reference where it has one. Where no instrument fixes a figure, above all the length of a winding up, this page says so instead of estimating. Our own fee is quoted on request.
Related services
Changing the company instead of closing it. Directors, seat, name and articles change without dissolving anything: the company amendments guide.
Merging, splitting or converting. A merger takes a company off the register without a winding up (GmbHG § 96 Abs. 1), and so do the other reorganisations: the company restructuring guide.
Frequently asked questions
Can a business still run if it is dissolved?
Only so far as the winding up requires. From the dissolution the liquidators end the current business, collect the receivables, turn the remaining assets into money and satisfy the creditors, and they may enter new transactions only to finish pending ones (UGB § 149 Abs. 1, applied by GmbHG § 90 Abs. 1). The company keeps its legal personality until the deletion, and its name carries the liquidation designation (UGB § 153).
What does it mean to dissolve a company in Austria, and is dissolution the same as deletion?
No. The dissolution ends the company's ordinary purpose; the deletion ends the company. GmbHG § 84 Abs. 1 lists six dissolution grounds, among them a shareholders' resolution, which needs notarial recording. Unless the law provides otherwise the dissolution must be followed by the liquidation (§ 89 Abs. 1), and only when that is finished do the liquidators apply for deletion (§ 93 Abs. 1).
How do I deregister an Austrian company from the register?
Through the register court, at the end of the winding up. The liquidators apply to the commercial court for deletion of the liquidation firm and prove the discharge granted by shareholders' resolution (GmbHG § 93 Abs. 1). The court may not enter the deletion of a GmbH, FlexCo, AG, cooperative or Privatstiftung until the tax office has certified that it has no objection to it (BAO § 160 Abs. 3).
What happens if I liquidate my Austrian company: what do the shareholders get, and when?
What is left once the debts have been settled or secured. The liquidators may not distribute it before three months have run from the day the creditor call was published (GmbHG § 91 Abs. 3), and failing a special provision in the articles the distribution follows the ratio of the paid-in contributions. Amounts neither creditors nor shareholders collect are deposited with the court before the liquidation ends (Abs. 4).
How long does it take to liquidate a company in Austria?
We state no figure, because no instrument fixes one. The only statutory period inside the winding up is the three-month bar on distribution in GmbHG § 91 Abs. 3, and it starts only when the creditor call is published. Everything else turns on what has to be collected, sold, settled and assessed, and on the register court, for which no processing time is published.
Do I have to publish a notice to creditors, where does it go, and what about a creditor who does not come forward?
Yes. The liquidators must publish the dissolution in the announcement media and call on the creditors to report to them, and known creditors must be called on directly (GmbHG § 91 Abs. 1). Publications that federal law used to require in the Wiener Zeitung or its Amtsblatt are now made on EVI (WZEVI-Gesetz § 6 Abs. 1). Amounts for claims uncollected, not yet due or disputed are retained (§ 91 Abs. 2).
Can I just stop filing accounts and let the company be struck off?
It is a real route and a poor one. A capital company with no assets may be deleted on the application of the chamber or a tax office, or ex officio, and is presumed asset-less once two consecutive years of accounts are unfiled and six months have passed since the second was due (FBG § 40 Abs. 1). The unfiled accounts draw coercive fines of up to EUR 3,600, repeatable (FBG § 24 Abs. 1 and Abs. 2).
Does the company still file accounts and pay corporate tax while it is in liquidation?
Yes. The liquidators draw an opening balance sheet and then annual accounts and a management report for the close of each financial year (GmbHG § 91 Abs. 1), and the disclosure rules in UGB §§ 277 to 279 and 281 continue to apply through AktG § 211 Abs. 2. Minimum corporate income tax runs for every full quarter of unlimited liability, EUR 125 a quarter and EUR 500 a year for a GmbH (KStG § 24 Abs. 4 Z 1).
How is a liquidation taxed in Austria?
On the liquidation profit, not year by year. Where a company that has resolved its dissolution actually winds up, the assessment rests on the profit of the whole winding-up period, measured by setting the closing winding-up assets against the opening ones (KStG § 19 Abs. 1 and Abs. 2). The period assessed may not exceed three years, or five where the winding up is in insolvency proceedings, and the tax office may extend it on application (Abs. 3).
What happens to the trade licence, the tax registration and the SVS cover?
The trade authorisation ends with the extinction of the legal person, or earlier on surrender (GewO 1994 § 85 Z 3 and Z 7), and dormancy is notified to the regional chamber within three weeks (§ 93 Abs. 1). The end of the activity is notified to the tax office within one month (BAO §§ 120 and 121). A change that ends SVS compulsory insurance is notified within one month (GSVG § 18 Abs. 1).
My company cannot pay its debts. Is liquidation the route?
No, and the difference is the important one on this page. Where the company is illiquid (IO § 66) or over-indebted (IO § 67), insolvency proceedings must be applied for without culpable delay and at the latest sixty days after the illiquidity arose, and the duty binds the organs of the legal person (IO § 69 Abs. 2 and Abs. 3). We do not act in insolvency proceedings. Take Austrian insolvency advice.
What happens if assets or a claim turn up after the company has been deleted?
The winding up reopens. Where further assets subject to distribution come to light, the commercial court recalls the former liquidators or appoints others on the application of an interested party (GmbHG § 93 Abs. 5), and the same follows a deletion for want of assets (FBG § 40 Abs. 4). The books and papers stay in custody for seven years after the end of the year in which the liquidation ended (§ 93 Abs. 3).
Close your Austrian company properly
Tell us what the company still holds and what it still owes. You get the route, the filings, the bar and the deletion conditions in writing.