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Granting relief in Austrian corporate law

AT THE TIME OF COVID-19

Granting relief in Austrian corporate law

In the wake of the COVID-19 pandemic, the Austrian legislature has already issued a large number of regulations in 2020 providing corporate law relief to ensure a functioning economy during the pandemic. The simplifications introduced concern the conduct of shareholders and governing bodies as well as the preparation and publication of annual accounts. 

The company law relief introduced by the COVID-19 Act (Gesellschaftsrechtliches COVID-19-Gesetz) and the COVID-19 Regulation (Gesellschaftsrechtliche COVID-19-Verordnung) on companies during COVID-19 was originally due to expire on 31 December 2021, but the Austrian legislature has been asked to extend the measures introduced due to the still ongoing COVID-19 pandemic, as the pandemic is expected to continue to a large extent during 2022.

Virtual (remote) meetings

With the introduction of COVID-19 Act in company law, the Austrian legislator has for the first time made it possible to organise meetings of shareholders and statutory bodies of private companies and corporations without the physical presence of the participants. However, each participant must be given the opportunity to speak and vote.

Virtual meetings can take place in real time from any location using acoustic and optical links. Meetings of statutory bodies as well as general meetings of shareholders can thus be held via videoconferencing. 

It is up to the Board member convening the meeting to decide whether a virtual meeting will take place and what connection technology will be used in a particular case. 

Virtual meetings can still be held until 30 June 2022.

Extension of the period for the preparation and publication of annual accounts

Also in 2022, the Austrian legislator has decided to extend the deadline for drawing up the annual accounts and accounting documents from five to nine months

The legislator also extended the deadline for publication of the annual accounts from nine to twelve months. The annual accounts, including related documents, must therefore be submitted to the Austrian Commercial Register within twelve months of the balance sheet date. 

However, the abovementioned reliefs only apply (for now) to companies whose balance sheet date is before 01 October 2021 and only apply until 30 September 2022. 

However, in order to counter the unfair consequences of the fixed reference date, the legislator introduced a rule extending the deadlines for the preparation and publication of the annual accounts of companies whose balance sheet date is after 30 September 2021 but before 31 January 2022, and for these companies the deadline for the preparation of the annual accounts will end no later than 30 June 2022 and the deadline for the publication of the annual accounts will end no later than 30 September 2022.

Thus, companies with a balance sheet date of 31 December 2021 benefit only from the relief regarding the deadline for the preparation of the annual accounts. This period is in this case six months instead of five. The deadline for the publication of the annual accounts is 30 September 2022, which is the normal statutory nine-month period for the publication of the annual accounts.