Limited companies, contracts for work, invoices and trade licences in Austria
The Austrian companies register takes only certified signatures, and only a notary or a district court may certify them, never a lawyer (§ 11 UGB). So the shareholders' resolution appointing or removing a managing director is signed only in front of the certifier. A resolution without a meeting needs every shareholder's written consent (§ 34 GmbHG); only a FlexCo's articles may allow text form instead. The annual accounts are adopted within the first eight months (minutes of the general meeting) and filed within nine. A managing director resigns at once for good cause, otherwise after 14 days (§ 16a GmbHG; resignation), and the service contract stays separate from the appointment.
The documents are written in German, under Austrian law, and each one's page describes it in English. A contract for work owes a result, a service contract careful work for a time (§ 1151 ABGB). The contract for work between businesses carries the contractor's duty to warn of unsuitable material or instructions (§ 1168a ABGB), its own acceptance procedure and an estimate with or without a guarantee (§ 1170a ABGB); the service contract covers work for a time. For a freelancer's contract for work the substance decides, not the label (§ 539a ASVG). The mutual NDA names the secrecy measures without which information is no trade secret (§ 26b UWG), and a civil-law partnership needs no form and is never registered.
An invoice above € 400 gross needs the particulars of § 11(1) UStG 1994, with the supplier's VAT number, and above € 10,000 the customer's too (VAT invoice); up to € 400 a small-amount invoice is enough. Since 2025 small businesses up to € 55,000 gross are exempt and show no VAT (small-business invoice); tax shown anyway is owed. Between businesses, late-payment interest is 9.2 points over the base rate where the debtor is at fault, plus a flat € 40 (§§ 456, 458 UGB; payment reminder). A dormant trade is reported to the regional chamber within three weeks (notice). None of it is legal advice.
The documents
15 forms available to fill out or download.
Small-business invoice without VAT (Austria)
An invoice template for Austrian small businesses (Kleinunternehmer) that charge no VAT: with the note on the exemption under § 6 Abs 1 Z 27 of Austria's VAT Act (UStG 1994), both parties' names and addresses, invoice number, date, the goods or services and the total. Since 1 January 2025 the exemption applies up to €55,000 gross annual turnover, with a 10 % tolerance in the current year, and small businesses may use the simplified invoice above €400 too. VAT shown by mistake is owed because of the invoice until the invoice is corrected (§ 11 Abs 12 UStG). In German.
Payment reminder and final demand to a business (Austria)
A letter to another business that has not paid an invoice in Austria — as a friendly payment reminder or as the final demand before a court payment order (Zahlungsbefehl). It names the invoice, the due date and the start of default, calculates default interest at 9.2 points above the Austrian National Bank's base rate (§ 456 of the Austrian Business Code, UGB), claims the €40 flat fee for collection costs (§ 458 UGB) and sets a deadline. You enter the current base rate. For dealings between businesses; consumers owe different interest. In German.
Service contract between businesses — Dienstleistungsvertrag (Austria)
A contract between two businesses in Austria for ongoing or one-off services — consulting, IT support, bookkeeping, marketing — where careful performance is owed rather than a particular result. It covers the scope, independent performance, term and notice to the end of a month, the fee with an invoice under § 11 of the Austrian VAT Act (UStG 1994) and the late-payment rules of §§ 456 and 458 of the Austrian Business Code (UGB), re-performance, confidentiality, data protection, rights in work results and liability. Both parties are named with their FN and UID numbers. In German.
Small-amount invoice up to €400 (Austria)
A template for invoices up to €400 including VAT, with the simplified particulars of § 11 Abs 6 of Austria's VAT Act (UStG 1994): the supplier's name and address, the date of issue, quantity and description of the goods or type and extent of the service, the date or period of supply, the total including tax and the tax rate. The customer, a sequential number and the UID number are not required. For small jobs and receipts a customer needs for the books, on paper or as a PDF. In German.
Invoice with VAT under § 11 UStG 1994 (Austria)
An invoice template with every particular § 11 of Austria's VAT Act (UStG 1994) requires for invoices above €400 gross: both parties' names and addresses, a sequential number, the date of issue, the date or period of supply, quantity and description, the net price, rate and VAT, your UID number (the Austrian VAT ID) and, above €10,000 gross, the customer's. With a line for the company-register details of § 14 UGB and bank details. Austria has no B2B e-invoice mandate, so paper and PDF stay usable. In German.
Mutual non-disclosure agreement — NDA (Austria)
A mutual non-disclosure agreement (NDA) for talks between businesses in Austria about a cooperation, a project, a licence or an acquisition. It rests on the protection of trade secrets in §§ 26a ff. of the Austrian Unfair Competition Act (UWG): the purpose, what counts as confidential, disclosure only to those who need it, an express ban on reverse engineering samples and prototypes, return and deletion, the term after the talks end and an optional contractual penalty. Both parties are named with their company register number. In German, ready to print and sign.
Contract for work with a freelancer — neue Selbständige (Austria)
A contract for work for freelancers in Austria who are insured as new self-employed persons (neue Selbständige) under the GSVG with the SVS, typically without a trade licence: for a defined result such as a logo, a translation, a text or software. It covers the description of the work, independent performance, the duty to warn under § 1168a ABGB, acceptance, a fixed price or a cost estimate, rights of use and confidentiality. The page explains what sets a Werkvertrag apart from a free service contract: under § 539a ASVG, how the work is actually done decides. In German.
Contract for work between businesses — Werkvertrag (Austria)
A contract between two businesses in Austria for a defined result — software, a website, an expert report, a design or a refit. It covers the description of the work, deadlines, the contractor's duty to warn under § 1168a of the Austrian Civil Code (ABGB), its own acceptance procedure, a fixed price or a cost estimate (§ 1170a ABGB), payment on acceptance with the late-payment interest of the Austrian Business Code (UGB), warranty, liability, rights of use and confidentiality. Both parties are named with their company register number (FN) and VAT number (UID). In German, ready to print and sign.
Resignation of a GmbH managing director (Austria)
The declaration by which a managing director of an Austrian GmbH or FlexCo resigns under § 16a of the Austrian Limited Liability Companies Act (GmbHG) — at once for good cause, otherwise after 14 days or on a later date. The same letter goes to every shareholder; the other managing directors and any supervisory board chair receive a copy. With the request to file the end of the director's authority with the company register (Firmenbuch, § 17 GmbHG) and an acknowledgement of receipt, since receipt has to be proved. In German.
Notice suspending or resuming a trade licence (Austria)
The notice to the regional chamber of the Austrian Economic Chamber (WKO) that you are suspending your trade or resuming it after a suspension — due within three weeks under § 93 Abs 1 of Austria's Trade Act (GewO 1994). With the licence holder, the trade, its location, the GISA number and the effective date: what the chamber needs for an informal notice. The chamber also offers its own form and eServices free of charge; the notice needs no set form, and a letter of your own by e-mail or post is enough. In German.
GesbR partnership agreement (Austria)
The partnership agreement for an Austrian civil-law partnership (Gesellschaft bürgerlichen Rechts, GesbR) of two or three people running a project, a practice or a small business together, under §§ 1175 ff of the Austrian Civil Code (ABGB) in force since 1 January 2015: name and seat, purpose, contributions and shares, management and representation, resolutions, profit and loss, liability (§ 1199 ABGB), notice for the end of a financial year, six months ahead (§ 1209 ABGB), leaving, death and settlement. A GesbR needs no form and is not entered in the company register (Firmenbuch). In German.
Shareholders' resolution appointing or removing a GmbH managing director (Austria)
The shareholders' resolution of an Austrian GmbH or FlexCo appointing, removing or replacing a managing director (Geschäftsführer), passed at a general meeting or as a written circular resolution that every shareholder signs (§ 34 of the Austrian Limited Liability Companies Act, GmbHG), with the new director's acceptance. For the Austrian company register (Firmenbuch) the signatures are certified by a district court or a notary (§ 17 GmbHG): sign there, not at home; there is room for the certification note. In German.
Managing director's service contract for a GmbH (Austria)
The contract between an Austrian GmbH or FlexCo and its managing director, separate from the appointment by the shareholders: duties and standard of care (§ 25 of the Austrian Limited Liability Companies Act, GmbHG), scope of the work, gross monthly salary paid 14 or 12 times a year, variable pay, leave, competition and confidentiality, term and notice. Whether the director is insured under the ASVG or the GSVG depends not on the contract's label but on the shareholding and actual influence (§ 539a ASVG); the contract records the shareholding. Removal ends the office, not the contract (§ 16 GmbHG). In German.
Minutes of the general meeting or circular resolution: annual accounts of a GmbH (Austria)
Minutes of the general meeting of an Austrian GmbH or FlexCo — or the circular resolution every shareholder signs — adopting the annual accounts, deciding on the balance-sheet profit and discharging the managing directors, with a vote result for each item. The resolutions are due within the first eight months of the financial year (§ 35 Abs 1 Z 1 of the Austrian Limited Liability Companies Act, GmbHG); a vote in text form exists only in a FlexCo whose articles provide for it. With a note on filing with the company register (Firmenbuch) within nine months. In German.
Surrender of a trade licence (Austria)
The written notice surrendering a trade licence (Gewerbeberechtigung) to the trade authority — the Bezirkshauptmannschaft or Magistrat where the business is located — under § 86 of the Austrian Trade Regulation Act (GewO 1994): with the GISA number, the wording of the trade, the location and the day it is to take effect. It takes effect when it arrives, unless a later day is named, and cannot be withdrawn from then on. It can also be done online through GISA with ID Austria, and some district authorities offer their own form; this letter is the informal route by post, in person or by e-mail. In German.
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