Following the introduction of the Company Law Amendment Act 2011, Section 5(4b) of the Companies Register Act has been amended. As a consequence, since August 1 2011 the fact that a company is listed on a regulated market must be registered in the Austrian Companies Register. Section 43(8) of the act provides that the application for registration must be filed by July 31 2012 at the latest. In addition, listed stock corporations must register the address of their website in the Companies Register. Under Section 24 of the act, fines of (initially) up to €3,600 may be imposed if the registration requirement is not complied with in due time.
Based on the wording of Section 5(4b), it is only necessary to register the fact that the company is listed on a regulated market; the market on which the shares are listed need not be disclosed.
Listed stock corporations must register the address of their website; other companies (eg, limited liability companies) are entitled, but not obliged, to do so (Section 3(3)). Pursuant to Section 108(4) of the Stock Corporation Act, a stock corporation is obliged to disclose certain information on its website at least 21 days before the shareholders' meeting takes place; from this provision it can be concluded that a listed stock corporation is under a duty to operate a website. It is expected that a revised version of Section 108(4) of the act (which is intended to come into force in 2014) will expressly state that this information must be made available on the website that is registered in the Companies Register.
Pursuant to Section 11 of the Companies Register Act, both the listing of the company on a regulated market and the address of the website have been added to the catalogue of measures that can be made in a simplified filing with the Companies Register. This means that the registry filing:
- may be executed by managing directors (or a managing director together with a proxy holder) in a number sufficient to represent the company;
- may be submitted in simple written form; and
- does not require a certification of the signature(s) by a notary public.
Through Article 9 of the Company Law Amendment Act, the Act on Court Fees has also been amended. At present, a registration fee dependent on the legal form (eg, whether it is a limited liability company or a stock corporation) is required; this is €138 for a stock corporation. Under the amendment, a fee of €8 will also accrue for the registration of the fact that the company is listed, as well as the address of the website.
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