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The company may commence business operations prior to its registration, althoughanyone acting for the company incurs personal liability for any commitments made onbehalf of the company. Once the company has been registered, it takes over allliabilities from the persons having acted for the company and they in turn are freedfrom their personal liability.The company must comply with the annual reporting requirements to the CompanyRegistrar, in particular by way of filing a form with basic data on the financialstatements. Only larger companies are required to file full financial statements withthe Company Registrar.The Company Registry is a public register open to inspection by the general public. It is keptelectronically and can be accessed over the internet by registered users for a nominal fee.A GmbH is a suitable vehicle for a foreign investor who either uses a nominee shareholder orhas no problem with publication of name, date of birth and address. In view of the limitedreporting requirements, a GmbH can keep its business activities to a great extent confidentialand away from public attention. This might be of particular relevance where the Austriancompany is to act as a international holding company, regional headquarter or group head.IV Joint Stock Corporation (AG)The Stock Corporation (AG) lends itself to both private investors and raising capital from thepublic. Foreign investors are able to use the Austrian AG for similar purposes as a GmbH.The use of an AG might in particular be suitable for more than one private investor as Austriadoes not restrict or control joint investment schemes as long as they do not qualify asinvestment funds.The establishment of an AG is similar to the establishment of a GmbH in a number of ways.It starts with the drawing up of the Articles of Association and is completed with theregistration of the AG in the Company Registry. The following matters have to be attendedto: The determination and choice of a name followed by the description “AG”. Anyname, description or fantasy name may be used. The name must not be confusingor misleading.Business objectives and the seat of the corporation follow the same rules as theGmbH.The minimum issued, subscribed and paid in capital is EUR 70,000. The capital hasto be paid into an account of the AG with an Austrian bank which in turn will issue acertificate for the Company Registrar.Instead of contributing the capital in cash, the founding shareholders may prefer tocontribute in kind. This is however under the same restrictions as with a GmbH, asan expert valuation is required as to the actual value, and this will be carried out byone of the experts appointed to the Commercial Court.The founding shareholder or shareholders are furnished with a global share certificaterepresenting the capital paid in to the AG. This global certificate can later beexchanged against shares according the Articles of Association.The founding shareholder or shareholders appoint the first Supervisory Board of theAG consisting of at least three members, who must be individuals. Corporatemembership on a Supervisory Board is not possible.The Supervisory Board in turn appoints the first director or directors of the AG. Theterm of their appointment must not exceed five years. They can be removed at anytime by the Supervisory Board.Austrian corporate law follows the two-tier board system of governance, whereby theSupervisory Board has the power to appoint and dismiss the directors but no power- 20 -