Trustee Shareholder of the Austrian Limited Company

An Austrian limited company (GmbH) must have at least one shareholder (individual or legal person). Such shareholder does not hold individual shares or stock but a participation in the company expressed by a percentage of his/her contribution to the share capital. In order to become a shareholder one needs to, generally speaing, acquire a particpiation by share purchase agreement, or sign up for a participation upon the company’s (GmbH) formation.

As nominee shareholder, CS Management Services GmbH participates in shareholder meetings (circular resolutions and/or general assemblies) and votes according to the instructions of the client, i.g. to accept the financial statements and to decide on the use of the profit/loss.

The nominee shareholder is registered with the Commercial Register, there is no viewable reference to the trust agreement underlying the shareholdership.

Client and nominee shareholder of the ready made company conclude a notarial trust agreement for mutual security. Such trust agreement remains with the client in original and with the nominee shareholder in copy.

Description of Trustee Services

Upon request our firm holds the shares in the acquired shelf company as a trustee shareholder.

Our firm will be registered with the company register as shareholder of the company, whereas you remain the beneficial owner of the ready made company. Third parties cannot see if shares are held for the account of the beneficial owner, the company register does not show trustee ownership. The beneficial owner will, however, be registered in the “Register of Beneficial Owners”.

For our mutual comfort, a notarial call/put option agreement will be concluded. According to that agreement, you can take the shares from us whenever you want at a price of 0,– (zero) Euros and we cannot cancel that agreement.

Scope of Trustee Services

As trustee shareholder for your Austrian shelf company we perform in particular the following services:

  • execution of your vote in general assemblies according to your instructions
  • correspondence in connection with the shareholdership in the Austrian ready made company
  • Make use of losses or profits according to your instructions
  • Shares purchase agreements, shareholder resolutions, according to your instructions

Please bear in mind that the fee quoted on our website for trustee shareholder services does only include all services typically necessary and/or useful for a Holding company. In case you are planning to use your ready made company for operative businesses, please let us know in time.

What are trustee services?

Our firm is a licenced company management provider.
That is, we manage Austrian limited companies in our name but for the account of our clients.
Upon request we can not only provide a shareholder for the Austrian shelf company but also a director / supervisory board member.

As company managers we are obliged to comply with all instructions of our client and will execute them exactly as ordered and in compliance with Austrian laws.
The client will be provided a notarial trust agreement: It allows the client to take over all shares in the Austrian ready made company at a time of his choosing, without payment and without the requirement of our consent.
Furthermore, our firm has a substantial professional insurance covering the above mentioned services. Please note that the trust will be registered in the Register of Beneficial Owners.