Austria: Austrian changes impacting investors

Benjamin Twardosz

Austrian GmbHs afford foreign investors a number of advantages as holding and trading/group finance companies. They can be formed quickly to accommodate most time constraints, but effective July 1 2013, it will become more cost-efficient than before to form such entities. The changes will reduce minimum share capital requirements for a GmbH from €35,000 ($45,000) to €10,000. Court and notary fees will be similarly reduced, as will be the minimum corporate income tax payable (from €1,750 a year to €500).

Another important change affects the treatment of proceeds under a purchase price agreement in M&A transactions: If a seller of a corporation retains the right to receive a dividend paid out after the change of ownership (Dividendenvorbehalt), the dividend will in future be regarded as a part of the purchase price and may be taxable to the seller, subject to treaty provisions between Austria and the seller's residence jurisdiction.

New corporate income tax guidelines have been released by the Austrian Ministry of Finance. Among the changes in the guidelines is a tightening of the rules on interest deductibility on funding related to the acquisition of participations. Although the changes should not affect the deductibility of interest on debt which funds the acquisition of participations from third parties, the Ministry of Finance will disallow the deduction of such interest where an Austrian entity funds both non-related and related acquisitions simultaneously from other group companies.

Benjamin Twardosz (benjamin.twardosz@wolftheiss.com)
Wolf Theiss, Vienna
Website: www.wolftheiss.com

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