Austria · Company formation
Company Restructuring
in Austria
We merge, split, convert and combine Austrian companies under the Umgründungssteuergesetz, and file the result at the register court.
- The six statutory reorganisations, not an ordinary register amendment
- Book values carried forward, on the conditions the Act sets
- Nine months, and it runs to the filing, not from the contract
- Register fees fixed by tariff: EUR 131 or EUR 479 for the entry
What counts as a reorganisation in Austrian law, and where this page stops
Austria codified its reorganisations once and kept them together. The Umgründungssteuergesetz sets out six, and the Gewerbeordnung repeats the same six names in its own § 11 Abs. 4. Each has a company-law act behind it, and each moves a business rather than adjusting a register entry. If there is no Austrian company yet, start instead from what it takes to open an Austrian company from abroad.
Two neighbours mark the edges of this page. Changing a director, a seat, a name or the capital is an ordinary Firmenbuch filing, not a reorganisation: that is change director austria. And this page is not about restructuring in the distressed sense. We do not act in insolvency or in the preventive restructuring procedure, and where a company may be illiquid or over-indebted the Insolvenzordnung deadlines come first.
What the restructuring service includes
Most of this work is a group reorganisation rather than a single transaction, and the receiving side is often a holding austria.
Mapping the transaction onto a statutory type.
Which of the six the intended move corresponds to, and what that article conditions the book-value carry-over on. Where the answer turns on a taxpayer's own position, a licensed Austrian Steuerberater decides it.
The reorganisation date and the calendar it fixes.
The closing balance sheet date, the nine months to the filing, and the point past which the substitute date in UmgrStG § 13 Abs. 1 is all that is left.
The contract and the resolutions.
The reorganisation agreement, the shareholder resolutions, and the notarial recording where the act requires it.
The balance sheets the Act names.
The closing balance sheet, and beside it the merger, contribution, combination, division or demerger balance sheet the article requires in its own right.
The Firmenbuch filing.
The application, its attachments, the tariff line the entry falls on, and the exchanges with the register court until it is made.
The filings that follow the entry.
The FinanzOnline notification under UmgrStG § 43 Abs. 1, the beneficial-owner filing, and the trade-licence notice GewO § 11 Abs. 5 gives the successor six months to make.
The six reorganisations and the act behind each
The article on the left decides whether the book values carry over. The company-law act in the middle is what the register court applies.
| Reorganisation | UmgrStG | What moves, and to whom | Company-law act | The date is limited by |
|---|---|---|---|---|
| Merger, Verschmelzung | Art. I, §§ 1 to 6 | one company's whole assets to another by universal succession, against shares to its shareholders | AktG §§ 219 ff; GmbHG § 96, whose Abs. 2 applies AktG §§ 220 to 233 | AktG § 220 Abs. 3: closing balance sheet at most nine months before the filing |
| Conversion, Umwandlung | Art. II, §§ 7 to 11 | the undertaking to a main shareholder holding nine tenths, or into a newly created OG or KG | UmwG, BGBl. Nr. 304/1996, §§ 1, 2 and 5 | UmwG § 2 Abs. 3 applies AktG § 220, so the same nine months |
| Contribution, Einbringung | Art. III, §§ 12 to 22 | a business, a part-business, a partnership interest or a qualifying shareholding to a corporation, against shares to the contributor | formation in kind or a capital increase; EU-UmgrG § 47 Z 5 for an Ausgliederung | UmgrStG § 13 Abs. 1: filing or tax-office notice within nine months of the date |
| Combination, Zusammenschluss | Art. IV, §§ 23 to 26 | a business or a partnership interest into a partnership, solely against partnership rights | UGB partnership law | § 24 Abs. 1 applies § 13, so the same nine months |
| Division of assets, Realteilung | Art. V, §§ 27 to 31 | a partnership's businesses out to its own partners, against the partnership rights that lapse | UGB partnership law | § 28 applies § 13, so the same nine months |
| Demerger, Spaltung | Art. VI, §§ 32 to 38f | part or all of a company's assets to new or receiving companies, against shares to its shareholders | SpaltG, BGBl. Nr. 304/1996, § 1 Abs. 2 | SpaltG § 2 Abs. 2: closing balance sheet at most nine months before the filing |
A change of legal form is not on that list, and that is the point of it. Turning a GmbH into a FlexCo or back is done by resolution of the general meeting under the rules on amending the articles, and from the register entry the company simply continues in the new form (FlexKapGG § 25; § 26 and AktG §§ 239 and 245 do the same into and out of an AG). Nothing is transferred and no succession occurs, so UmgrStG Art. II does not reach it.
The six reorganisations of the Umgründungssteuergesetz with the company-law act each runs on, as in force on 17 September 2026. Row two is the one most often misread in English: an Austrian Umwandlung is not a change of legal form but the transfer of the undertaking by universal succession, with the winding up excluded. Source: RIS, Umwandlungsgesetz § 1, BGBl. Nr. 304/1996.
How the reorganisation date works, and the two nine-month rules
A reorganisation is dated, and the date does real work. From it the transferring company's acts count as done for the account of the receiving company, in the same words in AktG § 220 Abs. 2 Z 5 and in SpaltG § 2 Abs. 1 Z 7, and UmgrStG § 2 Abs. 3 assesses its income as though the assets had passed at the close of that day. The date is chosen. How far in the past it may sit is not.
There are two nine-month rules and they are not the same rule. On a merger, a conversion and a demerger the nine months limits the age of the closing balance sheet: AktG § 220 Abs. 3 requires it to be drawn to a date at most nine months before the filing, GmbHG § 96 Abs. 2 carries that into a GmbH merger, UmwG § 2 Abs. 3 into a conversion, and SpaltG § 2 Abs. 2 states it again for a demerger. On a contribution, a combination and a division of assets it is instead a deadline for the filing or the notice itself, set by UmgrStG § 13 Abs. 1, counted from the end of the reorganisation date under BAO § 108 and extended to the other two by § 24 Abs. 1 and § 28.
Missing them is not the same either. A stale closing balance sheet is a register problem, while § 13 Abs. 1 answers a late contribution with a substitute date. We state no processing time: no Austrian instrument fixes one for a register court, and neither rule is a promise about a queue.
Reorganisation dateContract or resolutionFiling at the register court
Two nine-month rules, and they are not the same rule
Merger, conversion, demerger. The closing balance sheet may be drawn to a date at most nine months before the filing. Miss it and the balance sheet is stale, which is a register problem.
AktG § 220 Abs. 3 · GmbHG § 96 Abs. 2 · UmwG § 2 Abs. 3 · SpaltG § 2 Abs. 2Contribution, combination, division of assets. The filing at the register court, or the notice to the tax office, is due within nine months of the reorganisation date, counted from the end of that date under BAO § 108.
UmgrStG § 13 Abs. 1 · extended by § 24 Abs. 1 and § 28§ 13 Abs. 1 answers a late contribution with a substitute date, and the nine months are then measured from that date instead.
The window is measured to the filing, not from the contract. No Austrian instrument fixes a processing time for a register court, so neither rule is a promise about a queue.
Want the date and the filing checked before anything is signed?
Send the register extracts, the last accounts and what the group is meant to look like afterwards. You get the statutory type, the date, the filings and the fee line, in writing.
What you will need to supply
- Current register extracts and the articles in force for every company involved.
- The last filed accounts, and the bookkeeping to the intended reorganisation date.
- A shareholder list for each company, with the holdings now and those intended afterwards.
- The closing balance sheet, or the date you want it drawn to.
- Evidence that the property to be moved has a positive fair value on its own: UmgrStG § 12 Abs. 1 requires a reasoned expert opinion in case of doubt.
- Any land held, with its municipality and its Grundstückswert.
- Unused tax losses, and which business earned each of them.
- Every trade licence, UID and authorisation held, and by which company.
- Bank mandates, leases and any change-of-control clause in a contract.
What the register court charges
These are court fees fixed by tariff, not our fees. The application fee is owed once per filing however many requests it contains, and it is owed even where the filing produces no entry at all.
| Entry | From 1 August 2026 | Previous, from 1 April 2025 | Tariff line |
|---|---|---|---|
| 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, Anmerkung Z 1a with Anm. 1 |
| Merger | EUR 479 | EUR 453 | TP 10 Z I lit. c Z 7, Anm. 14 |
| Demerger | EUR 479 | EUR 453 | TP 10 Z I lit. c Z 6, Anm. 14 |
| Conversion under the AktG, the SEG or § 26 FlexKapGG | EUR 479 | EUR 453 | TP 10 Z I lit. c Z 5, Anm. 14 |
| Exclusion of minority shareholders | EUR 479 | EUR 453 | TP 10 Z I lit. c Z 9, Anm. 14 |
| Conversion under the UmwG or § 25 FlexKapGG | EUR 131 | EUR 124 | TP 10 Z I lit. c Z 4, Anm. 13 |
| Taking over or transferring a business or part of a business | EUR 131 | EUR 124 | TP 10 Z I lit. c Z 3, Anm. 13 |
| Transfer of assets, Vermögensübertragung | EUR 131 | EUR 124 | TP 10 Z I lit. c Z 2, Anm. 13 |
| Division of assets of a partnership | EUR 131 | EUR 124 | TP 10 Z I lit. c Z 8, Anm. 13 |
| Change to the capital, including an increase or a reduction | EUR 222 | EUR 210 | TP 10 Z I lit. c Z 1, Anm. 12 |
| Cross-border outbound conversion, merger or demerger under the EU-UmgrG | EUR 222 | EUR 210 | TP 10 Z I lit. c Z 11, Anm. 12 |
| Any other amendment of the articles | EUR 70 | EUR 66 | TP 10 Z I lit. c Z 10, Anm. 15 |
Firmenbuch court fees on a reorganisation, Gerichtsgebührengesetz Tarifpost 10 Z I, in the amounts raised by BGBl. II Nr. 227/2026 with effect from 1 August 2026. Two annotations to the same tariff post decide what is actually owed. Z 9 makes the entry fee on lines Z 2 to Z 8 payable once, by the receiving entity or the successor, although the transaction is entered at every company involved. Z 7 makes it payable for each separate entry where one transaction meets several of the lit. c heads. Source: RIS, GGG Art. 1 § 32 with the Tarif, in the version in force from 1 October 2026.
What moves with the company, and what does not
Book values, and they are not optional. UmgrStG § 3 Abs. 1 Z 1 requires the receiving corporation to carry forward the tax book values as at the reorganisation date. That is what leaves the hidden reserves unrealised, and § 44 denies the Act where the measures serve avoidance within BAO § 22 or have tax avoidance as a main motive within Art. 15 of Directive 2009/133/EC.
Losses, but only with the business that earned them. UmgrStG § 4 Z 1 lit. a and lit. b carry unused losses across only so far as they are attributable to a transferred business or asset part that actually exists at the reorganisation date. Lit. c excludes them where its extent has shrunk so far that comparability is gone, and Z 2 applies the KStG § 8 Abs. 4 Z 2 Mantelkauf rule across the parties.
Land, at one of two rates. All six articles send an acquisition to GrEStG § 4 read with § 7. The rate is 0.5 percent of the Grundstückswert, and 3.5 percent of the market value where the land belongs to a real-estate company as GrEStG § 4 Abs. 4 defines one, in force since 1 April 2026 (GrEStG § 7 Abs. 1 Z 2 lit. c). GrEStG § 1 Abs. 3 Z 5 keeps an indirect unification of 75 percent of the shares out of charge where the parties belong to one acquirer group.
The trade licence, on a clock that runs out. GewO 1994 § 11 Abs. 4 names all six reorganisations. Abs. 5 gives the successor the right to carry on from the register entry, if it meets the conditions for that trade, and requires notice to the authority within six months at the latest; Abs. 6 ends the right after those six months where the notice was not made. Nothing announces that: the entry goes through, the business trades on, and the right is gone.
A branch is not a company and cannot be merged. Where the Austrian side of a group is a branch office austria, it is an entry of the foreign entity, not a separate legal person, so there is nothing to merge or split. The cross-border route is the EU-Umgründungsgesetz, BGBl. I Nr. 78/2023.
Passes with the reorganisation
- The assets and the liabilities, by universal succession.
- The tax book values as at the reorganisation date, which is what leaves the hidden reserves unrealised.UmgrStG § 3 Abs. 1 Z 1
- Losses, but only so far as they are attributable to a transferred business or asset part that still exists at the reorganisation date.UmgrStG § 4 Z 1
- The trade authorisation, from the register entry, if the successor meets the conditions for that trade.GewO 1994 § 11 Abs. 5
Has to be dealt with separately
- The FinanzOnline notification.UmgrStG § 43 Abs. 1
- The beneficial-owner filing.
- The trade-licence notice. Nothing announces it: the entry goes through, the business trades on, and the right ends where the notice was not made.Six months · GewO 1994 § 11 Abs. 6
- Transfer tax on any land: 0.5 percent of the Grundstückswert, and 3.5 percent of the market value where the land belongs to a real-estate company.GrEStG § 7 Abs. 1 Z 2 lit. c
- Change-of-control clauses in contracts, which no statute moves.
Want to know what the transaction will trigger?
Tell us which companies are involved, what each holds and what you want to be left with. You get the type, the fee line, the land position and the licence deadline, in writing.
Problems owners hit, and how each is handled
"We will just date it back to the start of the financial year."
Sometimes the calendar allows it and sometimes it has closed. The nine months runs to the filing, so a 1 January date leaves until the end of September to be in front of the register court, with everything the article requires ready before then.
A reorganisation with nothing left to reorganise.
UmgrStG § 12 Abs. 1 requires the property to have a positive fair value on its own at the reorganisation date and in any event on the day the contract is signed, proved by a reasoned expert opinion in case of doubt. The same condition governs a combination under § 23 Abs. 1 and a division of assets under § 27 Abs. 1.
Buying a structure instead of reorganising one.
Where the aim is a second Austrian entity rather than a change to the existing one, the ready-made companies explainer is the shorter route, with its own conditions: no UID, no trade licence, and Mantelkauf exposure on a used company.
The conversion that cannot be done onto the parent.
UmwG § 2 Abs. 1 lets a main shareholder holding nine tenths take the undertaking over, except where that main shareholder is an AG, a GmbH or another capital company seated in a Member State. A foreign corporate parent that expected to absorb its Austrian subsidiary that way is on the merger route instead.
How this page is kept accurate
Last updated 17 September 2026. Every figure here 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 no instrument fixes a figure, above all how long a register court takes, this page says so rather than estimating. Which of the six types suits a particular business is a question about a taxpayer's own position, reserved by Austrian law to a licensed Steuerberater: we scope the transaction and the choice is made with one. Our fee is quoted on request.
Related services
Setting up rather than reorganising. If there is no Austrian company yet, the starting point is Company Registration Austria: Starting a Business in Austria as a Foreigner.
What the reorganised company pays afterwards. Rates, the minimum charge and group taxation sit on corporate income tax austria.
Frequently asked questions
What counts as a company restructuring in Austria?
Six transactions, and the Umgründungssteuergesetz names them: merger (Art. I), conversion (Art. II), contribution (Art. III), combination (Art. IV), division of assets (Art. V) and demerger (Art. VI). The Gewerbeordnung uses the same six names in its own § 11 Abs. 4. Changing a director, a seat or a company name is not one of them.
Is an Austrian reorganisation tax free?
The hidden reserves are not realised, which is a narrower statement. UmgrStG § 3 Abs. 1 Z 1 requires the receiving corporation to carry forward the tax book values, and the requirement is mandatory rather than elective. Transfer tax on land, the register fee and the loss rules in § 4 still apply, and § 44 denies the whole Act where avoidance is a main motive.
How far back can a reorganisation be dated?
Nine months, and the period runs forward to the filing rather than backward from the contract. On a merger the closing balance sheet must be drawn to a date at most nine months before the filing reaches the register court (AktG § 220 Abs. 3), and SpaltG § 2 Abs. 2 repeats that for a demerger. On a contribution UmgrStG § 13 Abs. 1 sets nine months for the filing or the tax-office notice itself.
What happens if the nine-month period is missed?
It depends which of the two rules was missed. On a contribution, a combination or a division of assets, UmgrStG § 13 Abs. 1 substitutes the day the contract was concluded as the reorganisation date, if that is notified within nine months of the substitute date and the § 12 Abs. 1 conditions are met on it. On a merger or a demerger a stale closing balance sheet is a register problem and no substitute date exists.
Does a merger mean liquidating one of the companies?
No. GmbHG § 96 Abs. 1 merges companies unter Ausschluß der Abwicklung, with the winding up excluded, and the assets pass by universal succession against shares in the receiving company. A conversion under UmwG § 1 works the same way, and UmwG § 2 Abs. 2 Z 2 adds that the transferring company expires with no separate deletion needed.
What is the difference between a demerger and a spin-out?
Who receives the shares. On a demerger under SpaltG § 1 Abs. 2 the shares in the new or receiving company go to the shareholders of the transferring company. On an Ausgliederung, defined in EU-UmgrG § 47 Z 5, they go to the transferring company itself, and UmgrStG § 12 Abs. 4 treats that as a contribution under Art. III.
Is converting a GmbH into a FlexCo a restructuring?
Not one of the six. FlexKapGG § 25 changes the legal form by resolution of the general meeting, under the rules on amending the articles, and from the register entry the company continues in the new form. Nothing is transferred and no succession occurs, so UmgrStG Art. II, which is confined to conversions under the Umwandlungsgesetz, does not reach it.
What does the register court charge for a merger or a demerger?
EUR 479 for the entry, plus EUR 47 for the application at a GmbH, both from 1 August 2026 (GGG Tarifpost 10 Z I lit. c Z 6 and Z 7 with Anm. 14, lit. a Z 5 with Anm. 2, BGBl. II Nr. 227/2026). Anmerkung Z 9 to the same tariff post says the entry fee is owed once, although the transaction is entered at more than one company.
Does moving property inside a group trigger Austrian transfer tax?
Where a reorganisation realises an acquisition under GrEStG § 1, the tax is 0.5 percent of the Grundstückswert, and 3.5 percent of the market value where the land belongs to a real-estate company (§ 7 Abs. 1 Z 2 lit. c, in force 1 April 2026). GrEStG § 1 Abs. 3 Z 5 takes an indirect share unification out of charge where the parties belong to one acquirer group.
What happens to the company's tax losses?
They follow the business that caused them. UmgrStG § 4 Z 1 lit. a and lit. b carry unused losses across only so far as they can be attributed to a transferred business, part-business or asset part, and only if that part actually exists at the reorganisation date. Lit. c excludes the loss where the business has shrunk so far that comparability is gone.
What happens to the trade licence after a reorganisation?
It passes, on a deadline that ends it. GewO 1994 § 11 Abs. 4 names all six reorganisations; Abs. 5 gives the successor the right from the moment of the register entry, if the successor meets the conditions, and requires notice to the authority within six months at the latest; Abs. 6 ends the right after those six months where the notice was not made.
Can an Austrian company merge with a company in another EU country?
Yes. The EU-Umgründungsgesetz, BGBl. I Nr. 78/2023, governs cross-border conversion, merger and demerger, each in an outbound Hinaus form and an inbound Herein form. The register charges EUR 222 for the outbound filing (GGG Tarifpost 10 Z I lit. c Z 11 with Anm. 12, from 1 August 2026). We scope the Austrian side and coordinate with counsel in the other state.
Reorganise your Austrian company on a date that holds
Tell us which companies are involved and what you want to be left with. You get the statutory type, the reorganisation date, the filings and the register fee in writing.