Under the Austrian Beneficial Owners Register Act (WiEReG), the UBO is always a natural person who ultimately owns or controls a legal entity. For corporations, a UBO is typically identified based on ownership or control.

• Firstly, through material ownership, which is defined as a natural person who directly or indirectly holds more than a 25% share in the capital or has more than 25% of the voting rights.
• Secondly, through control, which refers to a person who exercises decisive influence over the management of the legal entity by other means. Control is automatically presumed if an individual’s direct or indirect ownership stake exceeds 50%.

If, after exhausting all reasonable efforts, no UBO can be identified based on the criteria above, the law establishes a substitute mechanism. In such cases, the natural persons belonging to the entity’s senior management level (e.g., managing directors, board members) are registered as its UBOs.

Which Entities Must Register Their UBO?

The obligation to register a UBO applies to most legal entities with a registered office in Austria, including private limited companies (GmbH), stock corporations (AG), partnerships (OG, KG), private foundations (Privatstiftungen), associations, and trusts managed from Austria. The law provides for certain exemptions where UBO data can be automatically transferred from other public registers. This often applies to entities with very simple ownership structures, for example, a GmbH where all shareholders are natural persons who are also listed in the Commercial Register (Firmenbuch). However, the entity remains responsible for the accuracy of this data.

The UBO Identification and Registration Process in Austria

The process involves both correctly identifying the UBO and then formally registering them electronically via the federal Unternehmensserviceportal (USP). The initial registration must be completed within four weeks of the entity’s establishment. Any subsequent changes to the UBO data must also be reported within four weeks of becoming aware of the change. A key feature of the Austrian system is the requirement for an annual review and confirmation of the UBO data’s accuracy, even if no changes have occurred. ECOVIS provides full support throughout this process, from analyzing your corporate structure to managing the registration and annual compliance duties with the authorities.

Public Access to the Austrian UBO (WiEReG) Register

Following a ruling by the European Court of Justice, unrestricted public access to the Austrian UBO Register was suspended. Access is now granted based on demonstrating a “legitimate interest” (berechtigtes Interesse). Interested parties must submit a formal application to the register authority and, upon approval, can view the following information about a UBO:

• Full name
• Date of birth
• Country of residence
• Nationality
• Information on the nature and extent of the beneficial interest

Access requires payment of a fee for each extract. Authorities and certain obligated entities, such as banks and lawyers, retain broader access rights for due diligence purposes.

Consequences of Non-Compliance in Austria

Failure to comply with UBO registration duties carries significant sanctions that can directly impact a company’s operations and finances. The primary consequences include:

• Fines: Failure to report or reporting incorrect information is a financial offense. Fines of up to €200,000 can be imposed for intentional violations, and up to €100,000 for grossly negligent violations. Penalties can be applied to the entity and its management.
• Business and Financial Restrictions: Obligated entities like banks, lawyers, and notaries are required to refuse to enter into or must terminate business relationships with companies that fail to meet their UBO reporting obligations. This can result in the freezing of bank accounts and the inability to execute important transactions.
• Exclusion from Public Procurement and Subsidies: A company that has not correctly registered its UBO may be excluded from public procurement procedures. Verifying UBO compliance is a standard step before awarding public contracts or granting subsidies.
• Reputational Damage: Being sanctioned for non-compliance can lead to significant reputational damage, affecting relationships with business partners, investors, and financial institutions who rely on the accuracy of the UBO register for their own risk assessments.

Ensure Your Compliance and Avoid Penalties in Austria

Correctly identifying your Ultimate Beneficial Owner and ensuring their proper registration is a critical legal requirement. Our team of experts provides a comprehensive service that covers both the UBO identification based on your specific corporate structure and the complete handling of the registration process. By entrusting this task to us, you can be confident in your compliance and avoid the severe penalties associated with any errors.