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to represent the AG.represent the AG.In turn, the director or directors have the sole power toThe capital is subject to one per cent tax the first time the AG is capitalised. In caseof a capital increase, the tax has to be paid on the amount by which the capital isincreased. Subsequent transfers of shares are not subject to transfer tax.The Supervisory Board and director have to draw up formal reports about theformation of the company and sign them in the presence of a notary public.Once all documents have been signed the director has to sign an application to theCompany Registrar for the registration of the company and has to submit along withit the Articles of Association, the bank certificate, the clearance certificate of the taxoffice, the report of the Supervisory Board and the director on the formation of thecompany, specimen signatures of the directors and specimen signatures of theSupervisory Board members.Once the AG is registered in the Company Registry it becomes a full legal entity andcan start operation through its director. Any person acting for the AG prior to itsincorporation incurs personal liability. This personal liability is automatically takenover by the AG upon registration in the Company Registry while at the same time thepersonal liability of the persons acting prior to incorporation ends.An AG has the duty to obtain an annual audit by a certified public accountant. Theauditor’s report, together with the financial statements, has to be filed with theCompany Registry, which is open to inspection by the general public. At the sametime a notice has to be published that the documents have been filed and areavailable for inspection.In contrast to the GmbH, the financials of an AG are fully accessible by the public. However,the benefit is that the foreign investor or other shareholders can be kept confidential. Onlywhere the AG is controlled by one single shareholder, holding 100% of all bearer shares, isthere a duty to register the name of this sole shareholder with the Company Registry.A transfer of shares can be done by physically handing over the endorsed share certificatestogether with the change of registration of the name of the shareholder in the share registerkept by the company. Bearer shares are only available with listed companies.In the case the AG is publicly listed, disclosure requirements have to be complied with byshareholders directly or indirectly acquiring, exceeding, or falling below shareholdings of 5%,10%, 50%, 75% or 90% of the shares of an AG listed at the Vienna Stock Exchange.- 21 -