What a Nominee Owes Personally Under the Beneficial Owner Regime

The provision is headed Pflichten von Nominees und Nominee-Direktoren, duties of nominees and nominee directors, and it reads in full:

"Nominees und Nominee-Direktoren müssen angemessene, präzise und aktuelle Informationen über die Identität ihres Nominators und der wirtschaftlichen Eigentümer des Nominators erheben und diese sowie ihren Status dem Rechtsträger gegenüber offenzulegen sowie den Verpflichteten (§ 9 Abs. 1), wenn diese Sorgfaltspflichten gegenüber Kunden anwenden, und den in § 12 Abs. 1 genannten Behörden nach Aufforderung offenlegen. § 3 Abs. 1 bis 3 sind sinngemäß anzuwenden."

Four things are worth reading slowly. The duty is to collect, not merely to know. It reaches two sets of facts, the nominator's identity and the nominator's own beneficial owners, so a nominee who has verified the person giving the instructions has done half of it. The disclosure to the entity is stated without the words nach Aufforderung, which sit in the later limb covering obliged entities and the authorities. And the subject of every verb is the nominee: nothing in the sentence is addressed to the company, and the duty is not the company's to waive.

WiEReG § 3 is the entity's diligence code, and its first three subsections are what § 4a applies sinngemäß, mutatis mutandis, to a person. That one clause is where a nominee's real workload comes from.

Two numbers do most of the damage in practice, and neither is announced by anyone.

At least annually. § 3 Abs. 3 requires the diligence duties to be carried out "zumindest jährlich durchzuführen", at least yearly, and to include a check of whether what the register holds is still current. Applied to a nominee, that is a yearly exercise on the nominator and the nominator's owners, in a year when, by the nature of the arrangement, nothing visible has happened.

At least five years. § 3 Abs. 2 sets retention "bis mindestens fünf Jahre nach dem Ende des wirtschaftlichen Eigentums der natürlichen Person", until at least five years after the end of the beneficial ownership of the natural person. Read into a nominee's position, the clock is neither the nominee's own nor the agreement's. It hangs on a third party's beneficial ownership ending, a fact the nominee has to know about in order to start counting. A nominee who files the papers away when the mandate ends has begun the wrong period.

Three audiences, and they are not interchangeable. The entity is one, and § 4a puts the disclosure to it in the limb carrying no request condition. Obliged entities under § 9 Abs. 1, the banks, notaries, lawyers and accountants of the anti-money-laundering list, are the second, and only while they are applying customer due diligence. The third is a closed list of thirteen categories of authority in WiEReG § 12 Abs. 1.

Most of WiEReG § 15 punishes a filing, and the filing is the entity's. Three heads reach the nominee.

The EUR 200,000 head is narrower than it looks. Z 7 punishes whoever "seinen Status als Nominee oder Nominee-Direktor nicht gemäß § 4a offenlegt", who does not disclose their status; it is not drawn around the information about the nominator. The heads that reach the information and the file sit one tier down. One asymmetry in the drafting is worth noticing rather than resolving: Abs. 2a names the trustee route expressly, "als Trustee gemäß § 3 Abs. 4 in Verbindung mit § 3 Abs. 1 und 3", and does not name the § 4a route in the same way.

Whether the lower amount applies turns on a definition that is not in this act. FinStrG § 8 Abs. 3 says gross negligence means acting "ungewöhnlich und auffallend sorgfaltswidrig", unusually and strikingly carelessly, so that the outcome was as good as probable and foreseeable. None of it goes near a criminal court: § 15 Abs. 7 reads "Die Finanzvergehen nach Abs. 1 bis 6 hat das Gericht niemals zu ahnden", the court is never to punish them. The tax penal authority does, and § 15 Abs. 8 obliges the register authority to notify it once a reasonable suspicion arises within its own official sphere.

The commencement provision, WiEReG § 19 Abs. 11, gives the nominee package enacted by BGBl. I Nr. 151/2024 four commencement dates rather than one. Z 1 brings § 2a and § 4a into force on 1 January 2025, with § 3 Abs. 4 and three of the authority heads in § 12 Abs. 1. Z 2 adds § 5 Abs. 1 Z 1 final part and § 7 Abs. 2 on 3 June 2025. Z 3 brings § 3 Abs. 1, § 5 Abs. 1 Z 3a and Z 3b, § 6 Abs. 1 to 5, § 14 Abs. 4 and Abs. 4a and § 15 Abs. 1 Z 5 to 7 and Abs. 2a into force on 1 October 2025, Z 3b applying to filings transmitted after 30 September 2025. Z 4 leaves § 5 Abs. 1 Z 3c to 1 December 2025.

So the duty and its offence did not arrive together. § 4a bound nominees from 1 January 2025. The offence in § 15 Abs. 1 Z 7, and the register field the disclosure ends up in, arrived on 1 October 2025. The register authority's own information of 6 August 2025 adds one consequence on the entity side: from 1 October 2025 an exempt entity holding a nominee arrangement, relevant or not, must in any event give the exemption up, and such arrangements were to be reported within four weeks of the provisions taking effect.

Because these are fiscal offences, limitation comes from the Finanzstrafgesetz, not the WiEReG. FinStrG § 31 Abs. 2 gives five years for the general class of fiscal offence, where the § 15 Abs. 1, Abs. 2 and Abs. 2a heads sit, and one year for a fiscal contravention outside the FinStrG §§ 49 to 49e and § 51b list, where § 15 Abs. 4 sits. Abs. 1 fixes the start: the period begins as soon as the activity threatened with punishment is completed or the conduct threatened with punishment ceases, worth reading twice against a continuing omission. Abs. 5 adds a long stop where the tax penal authority prosecutes, ten years from that start.

A voluntary disclosure exists and it is narrower than it is usually assumed to be. FinStrG § 29 Abs. 1 frees a person from punishment so far as they set out the breach, to the customs office, a tax office or the fraud office, and it is excluded where the person is caught in the act; Abs. 3 lit. a excludes it where investigative steps have already been taken. Abs. 5 decides who it protects: "Die Selbstanzeige wirkt nur für den Anzeiger und für die Personen, für die sie erstattet wird." A filing the company puts right does not, by itself, reach the person who sat in the arrangement.

The regime is not all duty. WiEReG § 2a Abs. 3 applies §§ 10a, 11 and 13 mutatis mutandis to nominees, nominee directors and nominators who are natural persons and are not beneficial owners under § 2.

§ 10a is the written application to restrict inspection, available where one of the offences it lists poses a disproportionate risk, on the same high bar a beneficial owner faces. § 11 governs what an obliged entity may do with an extract, including setting a discrepancy note where what it established does not match the register. § 13 lets the register authority make a filing of its own where it is convinced the data are wrong, and lets a § 12 Abs. 1 authority set a note. Applied to a nominee, those last two mean the nominee's own register data can be marked, or written over by the state, without the nominee filing anything. The same paragraph closes the gap for ordinary Austrian fiduciary arrangements: where a Treuhänder acts as owner or in a function, the trustee is the nominee and the settlor the nominator.

WiEReG § 14 is the supervision paragraph, and two subsections point at individuals. Abs. 4 lets the register authority demand, at any time, the facts and documents needed to assess beneficial ownership, the existence of nominee arrangements, sub-foundations and function-holding entities, and, in Z 2, compliance with the retention period under § 3 Abs. 2. Its addressees are the entities, their legal and beneficial owners, sub-foundations and function-holding entities; a nominee holding a share is a legal owner of it.

Abs. 4a, in force from the same 1 October 2025, names the person: the authority may verify the identity of beneficial owners, nominees, nominee directors and nominators by production of an official photo identity document in a "videogestützten elektronischen Verfahrens (Online-Identifikation)", a video supported electronic procedure. Abs. 5 supplies the teeth for an order under Abs. 4: enforcement runs under the Verwaltungsvollstreckungsgesetz, with the amount in its § 5 Abs. 3 replaced by EUR 30,000 for a legal person and EUR 15,000 for a natural person (WiEReG § 14 Abs. 5), appeals going to the Federal Administrative Court.

This article states what the provisions require and what follows from them mechanically. It does not say whether a particular arrangement is reportable, whether a given file satisfies § 3 Abs. 2, or what anyone should do about an arrangement they are in, and it cannot: advice on a taxpayer's own position is reserved to a licensed Austrian Steuerberater by WTBG 2017 § 2 Abs. 1, and § 124 Abs. 1 Z 1 makes even offering it an offence. Nothing here is a route to keeping a beneficial owner off a record: the regime adds names rather than removing them.

The arrangement itself, and what it may lawfully be. Company Registration Austria: Nominee Director in Austria is the page this article supports: the two roles, the appointment, and what the office carries whatever the agreement says.

The register the disclosure ends up in. Company Registration Austria: Beneficial Owner Register in Austria (WiEReG) covers who files, what a filing must contain and who may take an extract. The public file on directors and shareholders is the company register guide, the form most of these arrangements sit inside is the GmbH guide, and the seat and address questions beside them are on the virtual office guide and the holding company guide.