Kft Ausztriában – Gmbh

A korlátolt felelősségű társaság jogi személy. A tag nem tartozik felelősséggel a társaság kötelezettségeiért, csupán a vagyoni hozzájárulásának teljesítésére kötelezett, kivéve például a tőkevesztés bizonyos eseteit, vagy a törvényben meghatározott eseteket. A társaság alapítója, tagja bármely bel- és külföldi természetes és jogi személy lehet. A társasági szerződést közjegyzői okiratba kell foglalni, és az alapítóknak alá kell írniuk. Egyszemélyes társaság esetében közjegyzői közokiratba foglalt alapító okirat szükséges, amelyre egyébként a társasági szerződés szabályai megfelelően alkalmazandók. A társaság székhelyének Ausztriában kell lennie. A minimális törzstőke: 35.000 €, melyből – az alapítók választása szerint – az alapításkor elegendő 10.000 €-t a társaság rendelkezésére bocsátani. A törzsbetét minimális összege: 70 €. A törzstbetétnek legalább a felét készpénzben kell teljesíteni, a fennmaradó részt lehet egyéb, nem pénzbeli hozzájárulás (apport) formájában teljesíteni. Minden tagnak egy törzsbetéte van, amelynek legalább egynegyedét és legkevesebb 70 €-t készpénzben kell teljesíteni. A társaságnak egy vagy több ügyvezetője lehet. Az ügyvezetőket az alapítók, tagok jelölik ki. Tag is választható ügyvezetőnek, tagsága idejére vagy azon túl is. Az ügyvezető a tagok határozatával bármikor visszahívható. A céget az ügyvezetők képviselik harmadik személyekkel szemben, kivéve ha a társasági szerződés, vagy a tagok határozata máshogy nem rendelkezik. A társaság bármely üzleti tevékenységet végezhet, de vannak engedélyköteles tevékenységek is (pl. biztosítás, jelzáloghitelezés) amelyek csak külön engedéllyel gyakorolhatóak. Bankszámlanyitás A gazdasági társaságok – ha a jogszabály kivételt nem tesz – kötelesek pénzeszközeiket – a készpénzben teljesíthetı fizetések céljára szolgáló pénzeszközök kivételével – bankszámlán tartani, pénzforgalmukat bankszámlán lebonyolítani, s ennek érdekében bankszámlaszerzıdést kötni. A tagoknak a cégbejegyzési kérelem benyújtásáig minden egyes pénzbeli betétnek legalább a felét a társaság számlájára be kell fizetniük, és a pénzbetétek befizetésének hitelintézeti igazolását a cégbejegyzési kérelemhez csatolni kell.
Bankszámla:
a vállalkozásnak a székhely, vagy telephely szerint illetékes településen működő banknál vállalkozói számlát kell nyitnia. Vállalkozás megkezdése elıtt kell a számlát megnyitni és elhelyezni a vállalkozás alaptıkéjét. Legegyszerőbb módja a tagi részek átutalásával vagy egy másik bankból történı utalással. Jogiképviselınk ezek után elkészítik a vállalkozáshoz szükséges társasági szerzıdést. GmbH-nál alapításakor társasági szerzıdést kell készíteni, illetve cégbejegyzési kötelezettsége van. A cégbejegyzés díja legalább 300 EUR. Bank által kiadott igazolással és társasági szerzıdésünkkel illetve jogi képviselınkkel a jegyzınél kérjük vállalkozásunk bejegyzését. Az okmányok egyeztetése és nyilvános aláírása után jogi képviselınk intézkedik a cégbíróságon a vállalkozás bejegyzésérıl. Bejegyzés idı tartama 30 nap. A hitelintézet a kft. társasági szerzıdésének másolata – illetve a csatolt aláírási címpéldány – alapján köt az alakuló társasággal bankszámlaszerzıdést, és a folyószámlára be lehet fizetni a pénzbetéteket. A társaság bankszámláján azt követıen lehet forgalmat lebonyolítani – a hitelintézet pénzforgalmi számla terhére és javára fizetési megbízást akkor teljesít -, miután a hitelintézet megkapta a cégtıl a cégbejegyzési kérelem benyújtásáról szóló tanúsítványt, valamint adószámát és statisztikai számjelét. A számlatulajdonos bankszámla feletti rendelkezéséhez szükséges a nyilvántartásba bejegyzett – vagy bejegyzésre bejelentett – cégnév, valamint a számlatulajdonos által a bankszámla feletti rendelkezésre bejelentett személy vagy személyek aláírása. Ha törvény vagy a társasági szerzıdés másként nem rendelkezik, a vezetı tisztségviselık és a cégvezetı cégjegyzési joga a bankszámla feletti rendelkezés tekintetében is önálló. GmbH bejegyzése:
bejegyzési kérelemhez csatolni: 1. a társasági szerzıdést, 2. a székhelyül, telephelyül, fióktelepül szolgáló ingatlan használatára feljogosító okiratot; 3. külföldi cég vagy más szervezet tagsága esetén a külföldi cég három hónapnál nem régebbi cégkivonatát és annak német nyelvő hiteles fordítását, illetve annak hiteles fordításban történı igazolását, hogy a céget vagy más szervezetet a hazai joga szerint nyilvántartásba vették, illetve az az okiratot, amelybıl képviselıjének a képviseletre való jogosultsága megállapítható; 4. a külföldi személy ausztriai kézbesítési megbízottjának a megbízására, illetve a megbízás elfogadására vonatkozó teljes bizonyító erejő magánokiratot; 5. a vezetı tisztségviselık, felügyelıbizottsági (ellenırzı bizottsági) tagok, a tisztségviselıinek kivételével, ha a képviseletet valamennyi tag ellátja, valamint a megválasztásának idıtartamát tartalmazó okiratot, 6. a cég képviselıinek hiteles cégaláírási nyilatkozatát; 7. ha a könyvvizsgáló szervezet, a könyvvizsgálatot ellátó személynek a megválasztást elfogadó, az összeférhetetlenségre is kiterjedı nyilatkozatát; 8. ingatlan nem pénzbeli hozzájárulásként történı szolgáltatása esetén az ingatlan – három hónapnál nem régebbi tulajdoni lapját, melybıl az ingatlannal való rendelkezés jogcíme legalább széljegy formájában megállapítható; a tulajdoni lapon a következı bejegyzésre váró széljegy jogosultjaként csak a nem pénzbeli hozzájárulást szolgáltató személy vagy szervezet szerepelhet; Bank által kiadott igazolással és társasági szerzıdésünkkel illetve jogi képviselınkkel a jegyzınél kérjük vállalkozásunk bejegyzését. Az okmányok egyeztetése és nyilvános aláírása után jogi képviselınk intézkedik a cégbíróságon a vállalkozás bejegyzésérıl. Bejegyzés idı tartama 30 nap. Ezen túlmenıen kifejezetten korlátolt felelısségő társaság esetén csatolni kell: •a tagjegyzéket, közös tulajdonú törzsbetét esetében a résztulajdonosok és a képviselıjük feltüntetésével; •a vagyoni hozzájárulással kapcsolatban •a hitelintézet igazolását a pénzbeli hozzájárulás befizetésérıl, •ügyvezetıi nyilatkozatot a nem pénzbeli hozzájárulás rendelkezésre bocsátásáról és annak jogcímérıl, a tagoknak a nem pénzbeli hozzájárulás értékelésére vonatkozó nyilatkozatával együtt. A cég bejegyzésére irányuló kérelem elıterjesztése papíralapú formában A cégbejegyzési kérelmet egy példányban kell benyújtani, a mellékletek pedig fajtánként legalább két példányban, a létesítı okirat és az aláírási címpéldány pedig legfeljebb öt példányban nyújtható be a cégbírósághoz. A mellékletek egy eredeti példánya a cégbejegyzést követıen a cégiratok között marad, a cég létesítésére vonatkozó okirat, illetve az aláírási címpéldányok esetleges további példányait pedig a cégbíróság – bejegyzési záradékkal ellátva – a cégbejegyzésre vonatkozó végzéssel együtt kézbesíti a bejegyzést kérınek. A taggyőlés A taggyőlés – mint a korlátolt felelısségő társaság legfıbb szerve – dönthet mindazokban a kérdésekben, amelyeket a törvény kifejezetten a taggyőlés hatáskörébe utal: •a számviteli törvény szerinti beszámoló elfogadása, ideértve az adózott eredmény felhasználására vonatkozó döntést; •pótbefizetés elrendelése és visszatérítése; •osztalékelıleg fizetésének elhatározása; •elıvásárlási jog gyakorlása a társaság által; •az elıvásárlásra jogosult személy kijelölése; •üzletrész kívülálló személyre történı átruházásánál a beleegyezés megadása; •eredménytelen árverés esetén döntés az üzletrészrıl; •a társaság beszámolójának, ügyvezetésének, gazdálkodásának könyvvizsgáló által történı megvizsgálásának elrendelése; •az elismert vállalatcsoport létrehozásának elıkészítésérıl és az uralmi szerzıdés tervezetének tartalmáról való döntés, az uralmi szerzıdés tervezetének jóváhagyása; •a társaság jogutód nélküli megszőnésének, átalakulásának elhatározása; •a társasági szerzıdés módosítása; •a törzstıke felemelésének és leszállításának elhatározása; •törzstıke emelés esetén a tagok elsıbbségi jogának kizárása; •törzstıke emelés során az elsıbbségi jog gyakorlására jogosultak kijelölése; •törzstıke felemelésekor, illetve az elsıbbségi jog gyakorlása esetén a törzsbetétek arányától való eltérés megállapítása; A taggyőlést legalább évente egy alkalommal össze kell hívni. Az ügyvezetı A társaság ügyeinek intézését és a társaság törvényes képviseletét a tagok közül vagy harmadik személyek körébıl a taggyőlés által választott egy vagy több ügyvezetı látja el. Ha a társasági szerzıdés másként nem rendelkezik, a vezetı tisztségviselıket határozott idıre, de legfeljebb öt évre kell megválasztani, illetve a társasági szerzıdésben kijelölni. A felügyelı bizottság A korlátolt felelısségő társaság akkor köteles felügyelı bizottságot létrehozni, ha azt törvény a köztulajdon védelme érdekében vagy a társaság által folytatott tevékenységre figyelemmel elıírja. Felügyelı bizottságot kell alakítani, ha: •A törzstıke 70 000 Eurónál több és az üzlettársak száma több mint 50 fı •Az alkalmazottak száma több mint 300 fı A Felügyelı bizottságot a Közgyőlés választja. Az utóbbit az üzlettársak alkotják. A Felügyelı bizottság a munkavállalók érdekeit is képviseli. Gmbh-nál jogi személyiséggel rendelkezı társaság, saját vagyonnal rendelkezik, keresetet nyújthat be, illetve be is perelhetik. A könyvvizsgáló A gazdasági társaság legfıbb szerve által választott könyvvizsgáló feladata, hogy gondoskodjon a számviteli törvényben meghatározott könyvvizsgálat elvégzésérıl, és ennek során mindenekelıtt annak megállapításáról, hogy a gazdasági társaság számviteli törvény szerinti beszámolója megfelel-e a jogszabályoknak. Felelısségi viszonyok A társaság teljes felelısséggel – egész vagyonával – tartozik tartozásaiért a hitelezık felé. A tagok felelıssége ezzel szemben korlátozott, mert csak 16 törzsbetétjük összegéig tartoznak helyt állni a társasággal szembeni követelésekért. A tag a társasággal szemben felel a törzsbetét szolgáltatásáért, az esetlegesen a társasági szerzıdésben elıirt pótbefizetések és vállalt mellékszolgáltatások teljesítéséért. Adószám és adózási ismeretek: Társasági adót kell fizetni, ami az éves nyereség 25 %-a. Ha nincs nyeresége, akkor a törvény által elıírt törzstıke 5 %-a a társasági adó nagysága, azaz 437,50 EUR/negyedév (elsı évben 273,- EUR/negyedév). A cég bejegyzését követı napon a kapott okiratokkal be kell jelentkezni az adóhivatal területileg illetékes hivatalába. A hivatal a bejelentkezéskor közölni fogja, hogy székhelyüket mikor keresi fel, és ha a vizsgálat mindent rendben talált, akkor 3 munkanap múlva megkapjuk az adószámokat. A mellékszolgáltatás A társaság tagjai törzsbetétjük szolgáltatásán kívül egyéb vagyoni értékő szolgáltatatás (mellékszolgáltatás) teljesítésére is kötelezettséget vállalhatnak. Az üzletrész A társaság tagjainak a társaság közös vagyonából ıket megilletı hányadrészt, illetve a tagokat a társasággal szemben megilletı jogokat és az ıket terhelı kötelezettségeket az üzletrész testesíti meg. A törzstıke változásai A törzstıke felemelésének két formája van. Az elsı esetben a törzstıke felemelése új törzsbetétek szolgáltatásával történik (vagyoni hozzájárulás szolgáltatásával). Erre csak abban az esetben kerülhet sor, ha a tagok valamennyi korábbi törzsbetétet teljes egészében szolgáltattak. . A másik lehetıség a törzstıkén felüli vagyonból történı törzstıke felemelés. A törzstıke felemelésérıl a taggyőlés jogosult dönteni a társasági szerzıdés módosítására vonatkozó szabályok betartásával, azzal, hogy a tıkeemeléshez – 17 ha a társasági szerzıdés szigorúbb rendelkezést nem tartalmaz – egyszerő szótöbbséggel meghozott határozat elégséges. II/1.3.3. A korlátolt felelısségő társaság megszőnése Ha a társaság tagjainak száma 1 fıre csökken, akkor a társaság nem szőnik meg, hanem egyszemélyes társaságként tovább mőködik. KFT. Megszőnéséhez, egyébiránt a taggyőlés háromnegyedes szótöbbséggel hozott határozatára van szükség. A GmbH jogutódlással vagy jogutód nélkül szőnhet meg. Jogutóddal szőnik meg a társaság társasági formaváltás, egyesülés és szétválás (a továbbiakban együtt: átalakulás) esetén. Társasági formaváltásnak számít, ha a gazdasági társaság egyetemes jogutódlással más gazdasági társasági formát választ (például átalakul részvénytársasággá). . A korlátolt felelısségő társaság jogutód nélküli megszőnésének esetei: •a társasági szerzıdésben meghatározott idıtartam eltelt, vagy más megszőnési feltétel megvalósult; •a taggyőlés elhatározza jogutód nélküli, avagy jogutódlással történı megszőnését (átalakulását); •a cégbíróság a törvényben meghatározott okok miatt megszünteti a társaságot; •a bíróság felszámolási eljárás során megszőnteti . •A korlátolt felelısségő társaság a cégjegyzékbıl való törléssel szőnik meg Ezt követıen lehet a társaság vagyonát felosztani.

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