Részvénytársaság Ausztriában – AG

A tőketársaságok önálló jogi személyiséggel rendelkeznek, ezért jövedelemadó tekintetében is önálló adóalanyként fizetnek társasági adót. Részvénytársaság alapításában külföldiek és osztrák honosságú személyek azonos feltétellel vehetnek részt. A részvénytársaság olyan társaság, amelynek az alaptőkéje részvényekből tevődik össze és a részvényesek a társaság kötelezettségeiért nem felenek. Az alaptőke minimális összeg 70.000 €. Az alapításkor a részvényeseknek a névérték minimum egynegyedét, 17.500 €-t kell rendelkezésre bocsátaniuk, az apportot teljes mértékben biztosítani kell. Nem lehet részvényeket kibocsátani, míg a társaság nincs bejegyezve. Részvénytársaságot egy alaptó is alapíthat. Az alaptőkének legalább a felét készpénzben kell befizetni. Amennyiben az alaptőke szolgáltatása nem pénzbeli betét formájában is történik, az alapítást vizsgáltai eljárás előzi meg, amely a nem pénzbeli betétek valós értékének megállapítására szolgál. A társaság a bejegyzéssel jön létre. A bejegyzés előtti ügyletekért az alapítók személyesen és egyetemlegesen felelnek. A bejegyzéshez a teljes alapítási dokumentáció csomag és az alaptőke rendelkezésre bocsátása szükséges. Ezen kívül az is szükséges hogy a társaság neve ne legyen más cég nevével összetéveszthető, illetve egyébként ne ütközzön jogszabályi előírásokba. A részvénytársaság alapítója lehet természetes személy és jogi személy is, illetve jogi személyiség nélküli társaság is. Az AG képviseleti szerve az igazgatóság, a felügyelő bizottság, a részvényesek közgyűlése és a hiteles könyvvizsgáló. A társaság leföbb szerve a taggyűlés, amely a társaságot érintő legfontosabb ügyekben, például az alapszabályok módosítása, felügyelőbizottság választása és visszahívása, a nyereség felosztása dönt. A társaság ügyeinek vitelére és képviseletére az igazgatóság jogosult. Az igazgatóságot a felügyelőbiztottság választja. Részvénytípusok, részvényfajták Az rt.-ben a részvény testesíti meg a tagsági jogokat. A nyomdai úton elıállított részvény átruházása a részvény hátoldalára vagy a részvényhez csatolt lapra (toldatra) írt teljes vagy üres forgatmány útján történik .A nyomdai úton elıállított részvényeket a technika fejlıdésével lassan felváltják az úgynevezett dematerializált részvények. A dematerializált részvény elektronikus úton létrehozott, rögzített, továbbított és nyilvántartott, az értékpapírokra vonatkozó külön törvényben meghatározott tartalmi kellékeit azonosítható módon tartalmazó adatösszesség, amelynek nincs sorszáma. Dematerializált részvény esetén a részvényes nevét, valamint az azonosításhoz szükséges egyéb adatait az értékpapír-forgalmazó által a részvényes javára vezetett értékpapírszámla tartalmazza. A dematerializált részvény átruházása az értékpapírszámlán történı terhelés, illetve jóváírás útján történik. Dematerializált részvény esetén – az ellenkezı bizonyításáig – azt a személyt kell a részvény tulajdonosának tekinteni, akinek értékpapírszámláján a részvényt nyilvántartják. Azokat a részvényeket, amelyek nem térnek el az általánostól és a részvény névértéke szerinti, arányos részvényesi jogokra jogosítanak, törzsrészvényeknek nevezzük. Ettıl eltérı részvények valamiben különböznek, ezeket elsıbbségi, dolgozói, kamatozó vagy visszaváltható részvényeknek nevezzük. Elsıbbségi részvény Az elsıbbségi részvény azt jelenti, hogy a törzsrészvények tulajdonosaihoz képest valamivel több joguk van e részvény tulajdonosainak. Az osztalékelsıbbséget biztosító részvény jogosultja az osztalékról való döntés esetén elıször jogosult az osztalék felvételére (kifizetés idıbeli elsıbbsége) vagy a névértéknél nagyobb mértékre lesz jogosult Dolgozói részvény A dolgozói részvény intézménye azt a célt szolgálja, hogy a munkavállalók is a tulajdonhoz való kötıdéssel érezzék magukénak a munkáltatójukat, a részvénytársaságot. A teljes, illetve részmunkaidıs munkavállalók számára bocsátható ki kedvezményesen vagy akár ingyenesen a jogviszonyuk fennállásának idıtartamára. A szőkebb alanyi körbıl fakadó sajátosságok miatt e részvényfajta csak korlátozottan forgalomképes. Kamatozó részvény A részvény lehet kamatozó részvény is, ami a betét és a részvény kombinációja. Az elnevezés azt jelenti, hogy a részvénytulajdonost az adózott eredménybıl a részvényen feltüntetett módon számított kamat illeti meg. Emellett természetesen az osztalékhoz főzıdı joga is megmarad, tehát, hogy ha a részvénytársaság osztalék kifizetésérıl dönt, akkor a kamatozó részvény tulajdonosát a kamaton kívül a törzsrészvény tulajdonosát is megilletı osztalék is megilleti. Kamatozó részvény az alaptıke 10%-át meg nem haladó mértékében hozható forgalomba. Visszaváltható részvény Ha a részvénytársaság alapító szabálya lehetıséget ad arra, akkor az alaptıke 10%-át meg nem haladó mértékben olyan névre szóló részvény is kibocsátható, amely a részvénytársaságnak vételi jogot, a részvényesnek eladási jogot biztosít, ez a visszaváltható részvény. A részvénytársaság ügyvezetése Az igazgatóság a részvénytársaság ügyvezetı szerve, amely legalább három, legfeljebb tizenegy természetes személy tagból áll. Elnökét maga választja tagjai közül. Az alapszabály úgy is rendelkezhet, hogy az igazgatóság elnökét közvetlenül a közgyőlés választja. Az igazgatóság feladata: a részvénytársaság számviteli törvény szerinti beszámolójának az elıterjesztése; az ügyvezetésrıl, a társaság vagyoni helyzetérıl és üzletpolitikájáról az alapszabályban meghatározott gyakorisággal, de legalább évente egyszer a közgyőlés, háromhavonta a felügyelıbizottság részére jelentést készít; az rt. üzleti könyveinek szabályszerő vezetésérıl. Igazgatótanács A nyilvánosan mőködı részvénytársaságnál, ha az alapszabály úgy rendelkezik, igazgatóság és felügyelıbizottság helyett egységes irányítási rendszert megvalósító igazgatótanács mőködhet. Ebben az esetben az igazgatótanács látja el az igazgatóság és a felügyelıbizottság törvényben meghatározott feladatait . A nyilvánosan mőködı részvénytársaság esetében nincs mód ügydöntı felügyelıbizottság választására . A nyilvánosan mőködı részvénytársaság esetében nem választható igazgatóság helyett vezérigazgató. Az igazgatótanács legalább öt és – ha az alapszabály a munkavállalói részvétel érvényesítése érdekében másként nem rendelkezik – legfeljebb tizenegy természetes személy tagból áll. Elnökét maga választja tagjai közül. Az alapszabály úgy is rendelkezhet, hogy az igazgatótanács elnökét közvetlenül a közgyőlés választja. Az igazgatótanács tagjai többségének független személynek kell lennie, az alapszabály ennél magasabb arányt is megállapíthat. Függetlennek minısül az igazgatótanács tagja, ha részvénytársasággal az igazgatótanácsi tagságán kívül más jogviszonyban nem áll. Ügyintézés és jogkövetı magatartás: Az Egyéni Vállalkozásnál lehet a vállalkozás alapításakor a költségeket megtakarítani, azonban a többi vállalkozási formában Magyarországon és Ausztriában is ajánljuk a jogi szakemberek igénybe vételét. Adatgyőjtésünk során mi is kikértük a környék legajánlottabb jogi szakértıinek véleményét, amelyet az adatok feldolgozásánál fel is használtunk. Jogi iroda adatai a mellékletben megtalálhatók. Ezzel nem reklámozni kívántuk az irodát, csak megköszönni segítı készségüket és egyben azoknak a vállalkozóknak megkönnyíteni a helyzetét, akik esetleg még nyelvi problémákkal is küzdenek. Értékelésünk az alábbi eredményekkel zárult: Magyarországon és Ausztriában közel azonos jogi környezetben alakíthatunk vállalkozást. Egy pár apró eltérés van. Felhívjuk a figyelmet, mint azt már korábban is jeleztük, hogy az Adóhatóság és az Adózás kérdéseiben van a legnagyobb eltérés. Ausztriában jobban ellenırzik a vállalkozások mőködését (ezzel kizárva a fiktív vagy csak papíron létezı vállalkozásokat), de a hatóság többet tesz az információk szakszerő felhasználásáért (vállalkozó könyvelıje, pénzügyi képviselıje kapja a jogszabályi változásokról az információt). Számla kibocsátásban is Ausztriában a vállalkozó 150.-EUR összegig alaki formaság nélkül adhat számát addig Magyarországon az 1 HUF értékő számlának is meg kell felelni a jogszabályi elıírásoknak.

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