In Austria the IPRG (Federal law on international private law) is applicable for the right of representation of a legal entity. According to paragraph 12 of the IPRG the legal capacity of a legal entity depends on the personal statute. The law applicable to a legal entity is the law of the country where the company has its seat (paragraph 10 of the IPRG).

The law for Limited Liability Companies in Austria is regulated in the GmbH-Gesetz.

The Austrian IPRG determines that the applicable law is the law of the place where the company has its actual seat.

The only international convention is the EU Merger Directive 2005/56/EG. All the other laws are national Austrian regulations.

There are no international conventions with regard to certain countries.

All capital companies, open societies and limited partnerships must be registered in the public register. Individual companies must be registered if they achieve more than EUR 700,000 in sales in the financial year. Otherwise, individual companies and civil-law-partnerships can register on a voluntary basis.

Some entries in the public register are constitutive, which means that the right or the legal relationship only arises with the entry in the public register. For example, a limited liability company, a joint-stock company, an open society or a limited partnership come into legal being upon their registration in the public register. Other entries into the public register are only declarative, such as the appointment of a managing director of an existing limited liability company.

In Austria companies need to be registered in the public register when they have a headquarter in Austria. Foreign companies only need to be registered if they have a branch in Austria.

In Austria a company is represented by its managing directors.

A managing director is appointed by a shareholder resolution and must be registered in the public register.

The appointment as a managing director is valid with the shareholder resolution. The registration in the public register only has a declarative effect, the order is effective regardless of the entry in the register. Third parties can trust that the registration in the public register is correct.

The right of a managing director can be restricted by a shareholder resolution, through an agreement in the act of association or by a binding order by the supervisory board.

The restriction of the power of a managing director has no legal effects on third parties.

The representative can prove the right of representation through an extract in paper from the public register or through the official confirmation of a notary.

The limitation of the power of representation has no effects on third parties. The limited liability company is bound by legal transactions that a managing director has concluded in excess of a restriction. The limited liability company is not bound only if the business partner knows about the restriction.

Anyone can have an excerpt from the companies' public register after paying a fee on the internet. It´s also possible to get an excerpt at a notary office after paying a fee.

The owners of a legal entity are registered in the public register. By viewing the electronic company public register, it´s possible to know the owners of a legal entity. The owners are identified by an official identity document with a photograph. There are no other possibilities for professionals from other countries to identify the beneficial owners.