Leaving an Austrian Company Dormant

Corporate income tax liability is not switched on by trading and is not switched off by stopping. Under KStG § 4 Abs. 1 it begins when the company's legal basis is established and it first appears externally, and it ends at one of two moments only: *"Körperschaften im Sinne des § 1 Abs. 2 sind bis zu jenem Zeitpunkt steuerpflichtig, in dem die Rechtspersönlichkeit untergeht, jedenfalls bis zu jenem Zeitpunkt, in dem das gesamte Vermögen auf andere übergegangen ist."* Taxable until the legal personality ceases, and in any case until the whole of the assets has passed to others. Ceasing to trade is neither of those things.

Dormancy does exist in Austrian law, and it attaches to a trade rather than to a company. GewO 1994 § 93 lets a Gewerbetreibender report that the exercise of a trade rests. That is a notification about an activity, and the trade licence section below shows how little it moves.

The company law duties are drawn on the legal form, not on turnover. UGB § 222 Abs. 1 binds the legal representatives of a Kapitalgesellschaft and § 277 Abs. 1 those of companies subject to the preparation duties. Neither carries a turnover threshold, an activity test or an exemption for a year in which nothing happened. A parked company is a trading company with no transactions, and every figure below follows from that.

Two lines below carry a federal amount that arrives whether or not anyone does anything, and a third, the chamber's basic levy, is a real payment whose figure no federal instrument fixes. The rest are duties whose cost is the work of meeting them, and whose price for ignoring them is further down.

The floor, for a GmbH with no employees, no turnover and no complications: EUR 500 of minimum corporate income tax plus EUR 47 of court fee, so EUR 547 a year in statutory payments. Add whatever the chamber's trade group charges, which no federal instrument fixes, and whatever it costs to have a set of accounts prepared and filed, which is a fee and not a figure of law. That is the price of the parking space. What follows is the price of forgetting about it.

The charge is not a tax on profit wearing a floor. It is a quarterly charge on the existence of the company: *"Es ist für jedes volle Kalendervierteljahr des Bestehens der unbeschränkten Steuerpflicht eine Mindeststeuer in Höhe von 5% eines Viertels der gesetzlichen Mindesthöhe des Grund- oder Stammkapitals ... zu entrichten."* Five percent of a quarter of the statutory minimum capital, for each full calendar quarter in which unlimited liability exists. On the EUR 10,000 that GmbHG § 6 Abs. 1 requires, that is EUR 125 a quarter. Four rates and one repeal decide what a parked company actually pays.

• A full quarter, not a part of one. The charge attaches to volle Kalendervierteljahre, so the quarter in which the company is first registered and the quarter in which its liability ends carry nothing. A company entered in October and deleted in the following November pays for the quarters between, not for those two.
• There is no reduction for a young company, and there has not been since the end of 2023. § 24 Abs. 4 Z 3 once gave newly formed companies a lower figure. The consolidated text prints it as repealed, and the transitional provision, KStG § 26c Z 92, fixes the date to the day: "§ 24 Abs. 4 Z 3 entfällt mit Ablauf des 31. Dezember 2023." Every full quarter from the first is charged at the full amount.
• What is paid is not lost, but it returns only against tax. Z 4 credits the excess like an advance payment, capped in each later year. That mechanism, and the rate for every company form, are on the corporate tax guide.

The trigger in Z 1 is the existence of unlimited liability, which KStG § 4 Abs. 2 keeps alive until the legal personality ends or the assets have passed. A company with no bank movements, no invoices and no staff meets it in every quarter of its parked life.

Preparation, within five months. *"Die gesetzlichen Vertreter einer Kapitalgesellschaft haben in den ersten fünf Monaten des Geschäftsjahrs für das vorangegangene Geschäftsjahr den um den Anhang erweiterten Jahresabschluss ... aufzustellen"*, and since 19 February 2026 the same paragraph adds that the day of the resolution and the version agreed must be documented by all the legal representatives, who carry a joint responsibility that the documents are correct and complete. Accounts showing nothing still have to be drawn, dated and documented.

Filing, within nine months. UGB § 277 Abs. 1 gives the representatives nine months from the balance sheet date to lodge the accounts with the register court of the seat. The clock runs from the balance sheet date, not from the day the accounts were signed.

The size class is declared every year, by name. § 277 Abs. 4 makes the representatives state which of the classes in § 221 the company fell into in the reporting year. A dormant company is not exempt from classifying itself, and the classes and their figures are austria annual accounts.

And a dormant company always qualifies for the paper route, at a price. *"Überschreiten die Umsatzerlöse in den zwölf Monaten vor dem Abschlussstichtag des einzureichenden Jahresabschlusses nicht 70 000 Euro, kann der Jahresabschluss auch in Papierform eingereicht werden."* Turnover of nothing is under EUR 70,000, so the option is always open and the revenue figure goes in with the filing. Taking it raises the court fee by EUR 24, the surcharge for a filing not sent by electronic legal communication (GGG Tarifpost 10 Z I lit. a, Anmerkungen Z 1a with Anm. 1).

One provision does most of the damage to a parked company, and it is the one that needs nobody to notice anything: the register court acts on a date, not on a complaint. Under UGB § 283 the coercive fine is imposed once the disclosure period has run out, by penalty order, without any prior procedure, and then again for every further two months. Two sentences decide what that costs a company nobody is watching.

It is charged against the company as well as against each representative. "Die den gesetzlichen Vertretern in den § 277 Abs. 1 und 6 und § 280 Abs. 1 und 2 auferlegten Pflichten treffen auch die Gesellschaft." Where the company fails through its organs, the court proceeds against it at the same time (Abs. 7). One missed filing therefore produces at least two penalty orders, not one.

And paying up afterwards does not undo them. "Die Zwangsstrafen sind auch dann zu vollstrecken, wenn die Bestraften ihrer Pflicht nachkommen oder deren Erfüllung unmöglich geworden ist." The fines are enforced even where the person punished then complies, or compliance has become impossible (Abs. 6). Filing the missing accounts stops the next order. It does not cancel the last one.

The fourth row is the one that surprises people, and it is a single clause. A micro company pays half, but UGB § 221 Abs. 1a opens by excluding two kinds of company from the class altogether: "Kleinstkapitalgesellschaften sind kleine Kapitalgesellschaften, die keine Investmentunternehmen oder Beteiligungsgesellschaften sind und mindestens zwei der drei nachstehenden Merkmale nicht überschreiten". A holding company is never a micro company however small its balance sheet, so a parked holding is fined at EUR 700 a head and not EUR 350.

The return still has to be filed. BAO § 133 Abs. 1 makes the duty arise at the latest when the authority asks, and the request may be made by sending the forms; KStG § 24 Abs. 3 Z 1 requires an unlimited taxpayer's corporate return to be transmitted electronically; and BAO § 134 Abs. 1 gives electronic returns to the end of June of the following year, against the end of April for the rest. The operative date for a company is therefore June.

Miss it, and the instrument is the late filing surcharge: *"Abgabepflichtigen, die die Frist zur Einreichung einer Abgabenerklärung nicht wahren, kann die Abgabenbehörde einen Zuschlag bis zu 10 Prozent der festgesetzten Abgabe (Verspätungszuschlag) auferlegen, wenn die Verspätung nicht entschuldbar ist"*, with a floor in the same paragraph: "Verspätungszuschläge, die den Betrag von 50 Euro nicht erreichen, sind nicht festzusetzen."

Put the two together on a company whose assessed tax is the EUR 500 minimum. Ten percent of EUR 500 is EUR 50, which is the ceiling, and anything set below the ceiling does not reach EUR 50 and may not be imposed at all. For a dormant GmbH the late filing surcharge is EUR 50 or nothing, once a year. That is what makes the register the expensive side: the same inattention costs EUR 50 at the Finanzamt and EUR 700 a cycle at the register court.

Where the company holds a Gewerbeberechtigung, dormancy has a defined meaning and a three week clock. *"Der Gewerbetreibende muß das Ruhen und die Wiederaufnahme der Gewerbeausübung binnen drei Wochen der Landeskammer der gewerblichen Wirtschaft anzeigen."* Both directions, and to the regional chamber rather than to the trade authority. The notification buys less than its name suggests.

It does not end the authorisation. GewO 1994 § 85 lists twelve ways a trade authorisation ends, among them the extinction of the legal person (Z 3) and surrender (Z 7). Dormancy is not one of them. The licence sits there, and so does everything that hangs off it.

The contrast is inside the same paragraph. § 93 Abs. 2 deals with insurance intermediaries, where dormancy is notified in advance, entered in GISA, and expressly makes the indemnity requirement and the other trade law obligations fall away for its duration. Abs. 1 has no such sentence. Where the legislature wanted a dormancy to switch duties off, it said so.

Chamber membership continues, because it never depended on trading. WKG 1998 § 2 Abs. 1 makes members of all who lawfully carry on the listed undertakings "oder zu betreiben berechtigt sind", or are entitled to carry them on; Abs. 4 adds that they "müssen nicht in der Absicht betrieben werden, einen Ertrag oder sonstigen wirtschaftlichen Vorteil zu erzielen", need not be run to earn anything; and Abs. 3 catches registered holding companies through their subsidiaries.

So the basic levy keeps coming, at half in the best case. WKG § 123 Abs. 9 calls the Grundumlage an indivisible annual levy, owed also in the year the entitlement is acquired or extinguished, and then: "Ruht (Ruhen) die gemäß § 2 Abs. 1 mitgliedschaftsbegründende(n) Berechtigung(en) für die gesamte Periode der Mitgliedschaft im Kalenderjahr, ist die Grundumlage höchstens in halber Höhe zu entrichten." Resting all year halves it at most. This page prints no amount, because no federal instrument fixes one: under § 123 Abs. 1 and Abs. 3 each trade group sets its own. The turnover based Kammerumlage does fall away, since § 122 Abs. 6 Z 4 does not levy it below EUR 150,000 of turnover.

One question this page does not answer. Whether a dormancy reported by the company takes the managing shareholder out of SVS cover is not settled by the words of the exemption. GSVG § 4 Abs. 1 Z 1 exempts "Personen, die das Ruhen ihres Gewerbebetriebes bzw. ihrer Befugnis ... angezeigt haben, für die Dauer des Ruhens", which is drawn on a person reporting the dormancy of their own trade, while a GmbH's licence belongs to the company and the shareholder director's cover under § 2 Abs. 1 Z 3 turns on the company's chamber membership. The two do not meet in the text, so the answer is the SVS's on the facts: how SVS social insurance applies to a GmbH director.

The beneficial owner file is reviewed every year, activity or none. WiEReG § 3 Abs. 3 requires the entity to perform the due diligence duties at least annually and to check whether the beneficial owners reported are still current, and § 5 Abs. 1 gives an entity that is not exempt under § 6 four weeks from that review falling due to report the changes or confirm the data. Enforcement is a coercive penalty imposed by Finanzamt Österreich under BAO § 111 after a six week warning (WiEReG § 16 Abs. 1), and BAO § 111 Abs. 3 caps a single one at EUR 5,000. Who has to file what is the beneficial owner register guide.

The company register expects the truth, not activity. FBG § 24 Abs. 1 lets the court compel any overdue filing by coercive fines of up to EUR 3,600, and Abs. 2 adds a further fine of up to EUR 3,600 where the order is not obeyed within two months of it becoming final, repeatedly. A director who moves house, or a company whose address stops working, owes a filing even in a year with no transactions.

And the tax office is told when the activity stops. BAO § 120 Abs. 1 catches circumstances that establish, change or end the personal liability to income tax, corporate income tax or VAT, Abs. 2 the giving up of a trade or other self employed activity, and § 121 fixes one month from the event for both.

There is a route in which the company goes away without a winding up, and owners find it on their own. FBG § 40 Abs. 1 lets a capital company that has no assets be deleted on the application of the competent chamber or a tax office, or of the court's own motion; on the deletion it counts as dissolved and no winding up takes place. Where assets are not obvious, the same paragraph presumes a company asset free, until the contrary is proved, once the accounts for two consecutive financial years have not been filed in full and six months have passed since the second was due.

Read the two halves against a company parked deliberately. The precondition is that the company has nothing. The presumption is rebuttable, operates only where assets are not obvious, and proves nothing about a company holding cash, a participation, a trade mark or a property, which is usually why it is being kept. Meanwhile the unfiled years that produce the presumption are the unfiled years that produce the EUR 700 orders. The route out for a company with something in it, and what happens when assets appear after a deletion, are on the company liquidation guide.

A parked company accumulates two assets: the minimum tax credit, and a loss carry forward, because the accountancy, the registered office and the court fee are deductible in years with nothing to set them against. Both are worth something only on the day the company earns again, and one of them can be extinguished on that same day.

KStG § 8 Abs. 4 Z 2 lit. c removes the loss deduction once the taxpayer's identity is, on an overall view, economically no longer there, through a substantial change of the organisational and economic structure together with a substantial change of the shareholder structure on a paid basis. The rule itself, with its two saving clauses, is on corporate income tax austria. What it means for a company that has been sitting still is decided by the Verwaltungsgerichtshof, and the same body of holdings records that the Austrian provision, unlike the German § 8c dKStG, has no group clause.

• Stopping is not by itself a change of the economic structure. That element concerns the corporation's economic activity, must change substantially, and requires in principle a change or a substantial extension of the company's object (Ro 2021/13/0007 of 20 October 2021, following 2004/14/0151 of 26 July 2006). Dormancy with the object unchanged is not that. Putting a different business into the shell afterwards is.
• Years between the stages do not by themselves break the chain. Where the changes do not fall in one year, a Mantelkauf is to be assumed only where there is an inner connection between the stages of the change (2001/14/0135 of 26 July 2005, VwSlg 8045 F/2005, applied again in Ra 2023/13/0163 of 30 September 2025). The gap is evidence, not a shield.
• The order does not matter either. It makes no difference whether the economic structure changed with the outgoing or the incoming owner, where there is a planned connection between the individual structural changes: a Mantelkauf is present where the old shareholders strip the structures in agreement with the new ones and the shares move afterwards (Ro 2019/13/0008 of 15 December 2021).

One thing this page does not tell you, because nothing found at source does. Lit. c speaks of the loss deduction; the minimum tax credit sits in § 24 Abs. 4 Z 4, which lit. c does not name. A search of the three RIS case law collections on 18 September 2026 for Mantelkauf with Mindestkörperschaftsteuer, and for Mantelkauf with Mindeststeuer, returned no decision in any of them. So this page states what each provision says and not what happens where they meet.

Nothing below recommends either. It sets the two against each other on the only basis a page can check: what each one leaves running, and under which paragraph.

• Körperschaftsteuergesetz 1988 § 4, when liability begins and ends; § 24 Abs. 3 Z 1 and Abs. 4, the electronic return and the minimum tax, in force from 1 January 2026; and § 26c Z 92, its repeal for new companies. Cited in text: § 8 Abs. 4 Z 2 lit. c.
• Unternehmensgesetzbuch § 221 Abs. 1a, the micro class and the two kinds of company it excludes; § 222 Abs. 1, preparation in five months; § 277 Abs. 1, Abs. 4 and Abs. 6, filing in nine months, the size declaration and the EUR 70,000 paper route, in force from 1 April 2026; and § 283, the coercive fines, in force from 19 February 2026. Cited in text: § 193 Abs. 2 and § 280.
• Bundesabgabenordnung § 111 Abs. 3, the EUR 5,000 cap, in the version in force from 1 January 2027, which carries the same amount as the one it replaces; § 121, one month; § 134 Abs. 1, April and June; § 135, the late filing surcharge and its EUR 50 floor. Cited in text: § 120, § 133 Abs. 1.
• Gewerbeordnung 1994 § 85, the twelve ways a trade authorisation ends, and § 93 Abs. 1 and Abs. 2, dormancy and the contrast with insurance intermediaries.
• Wirtschaftskammergesetz 1998 § 2, membership by entitlement, and § 123, the basic levy and the half rate while a licence rests. Cited in text: § 122 Abs. 6 Z 4.
• Firmenbuchgesetz § 24, the coercive fines, and § 40 Abs. 1, deletion for want of assets.
• Wirtschaftliche Eigentümer Registergesetz § 5 Abs. 1, the four weeks to report or confirm. Cited in text: § 3 Abs. 3, § 6 and § 16 Abs. 1.
• Gerichtsgebührengesetz Art. 1 § 32 with the Tarif, Tarifpost 10 Z I lit. a Z 5 and its annotations, in the amounts set by BGBl. II Nr. 227/2026 from 1 August 2026, version in force from 1 October 2026.
• Gewerbliches Sozialversicherungsgesetz § 4 Abs. 1 Z 1, the dormancy exemption. Cited in text: § 2 Abs. 1 Z 3.
• Verwaltungsgerichtshof, on Mantelkauf: Ro 2021/13/0007 of 20 October 2021, the change of the company's object; and Ro 2019/13/0008 of 15 December 2021, the sequence and the absence of a group clause. Cited in text: 2001/14/0135 of 26 July 2005 (VwSlg 8045 F/2005), 2004/14/0151 of 26 July 2006 and Ra 2023/13/0163 of 30 September 2025.

Closing the company instead of parking it. The dissolution grounds, the creditor call, the three month bar and the deletion: how to liquidate a GmbH in Austria.

What the minimum tax does in a profitable year. The rates for every company form, the credit and the loss rules: Company Registration Austria: Corporate Tax in Austria.

Buying one that was never used instead of reviving one that was. A company with no history has no carry forward to lose: what a shelf company in Austria does and does not include.