Ultimate Beneficial Owners in Austria

Austria has enacted specific legislation: the so-called Wirtschaftliche Eigentümer Registergesetz (WiEReG), in force since 2018, which governs the identification and registration of Ultimate Beneficial Owners (UBOs), as well as the system of sanctions applicable in cases of non-compliance with legal obligations.

The WiEReG implements the EU Fourth Anti-Money Laundering Directive (EU) 2015/849. Articles 30 and 31 of this EU Directive require EU Member States to ensure that all legal entities maintain adequate, accurate, and up-to-date information on their beneficial owners in a central register.

If so, under what legal criteria does an individual qualify as an Ultimate Beneficial Owner pursuant to the applicable legislation?

Beneficial owners are all natural persons who ultimately own or control a legal entity. At a minimum, this includes the following categories (§ 1 WiEReG):

• Companies and Similar Legal Entities

Natural persons who directly or indirectly:

• hold more than 25% of shares or voting rights (including bearer shares),
• have more than a 25% participation interest, or
• exercise control over the company.

A distinction must be made between direct and indirect beneficial ownership:

• Direct beneficial ownership (“direkter wirtschaftlicher Eigentümer”): A natural person holds the relevant interest directly, without the intermediation of other entities.
• Indirect beneficial ownership (“indirekter wirtschaftlicher Eigentümer”): A natural person holds shares in a first company, which in turn owns a second company. As a result, the direct owner of the first company becomes the indirect beneficial owner of the second company.

Multiple entities controlled by the same individual(s) are aggregated and must be considered as all entities governed by such individual(s). Control may also be established through majority shareholding (over 50%) pursuant to the Austrian Commercial Code (§ 244 UGB), or through legal arrangements such as fiduciary or trust-like relationships.

If, after all reasonable efforts, no individual can be identified and there is no suspicion of wrongdoing, the members of the company’s senior management are deemed to be the UBOs (in Austria, “die natürlichen Personen, die der obersten Führungsebene der Gesellschaft angehören”). Specifically:

• Partnerships (general partnerships, “offene Gesellschaften”/OG, or limited partnerships, “Kommanditgesellschaften”/KG): In these cases, the managing partners (“geschäftsführende Gesellschafter”) are considered the UBOs, unless control is exercised elsewhere.
• Cooperatives (“Erwerbs- und Wirtschaftsgenossenschaften”): Here, the board or managing directors (“Vorstand”) are regarded as the UBOs.
• Insolvent companies: If no senior management exists, the insolvency administrator is considered the UBO.

Trusts (§ 1 Abs 2 Z 17): This provision refers to trusts established under foreign law but managed or administered from within Austria. The following are considered beneficial owners: the settlor(s), the trustee(s), the protector(s) (if any), the beneficiaries or, if not yet designated, the class of beneficiaries. Persons receiving more than EUR 2,000 in a calendar year are regarded as one-time beneficiaries. In addition, any other person who ultimately exercises control over the trust is considered a beneficial owner. 

Foundations and Similar Legal Arrangements (§ 1 Abs 2 Z 18): This covers trust-like arrangements or other similar foreign legal constructs that are not technically trusts but function in a comparable manner. For private foundations (in Austria Privatstiftungen), the UBOs primarily include the founder(s), the designated beneficiaries or the class of beneficiaries (with one-time beneficiaries defined as above), the members of the foundation board, and any other person who exercises ultimate control.

It is important to note that, under certain circumstances, specific legal entities—such as partnerships, limited liability companies, cooperatives, and associations - are exempt from filing a beneficial ownership report pursuant to § 6 of the WiEReG.

This exemption applies if all shareholders or members are natural persons and no other individual qualifies as a beneficial owner according to § 2 WiEReG, meaning that no entity can be subsumed under the definition of a UBO. In such cases, the official federal statistical office of Austria, known as “Statistik Austria,” retrieves beneficial ownership data from public registers (e.g., the commercial register) in close cooperation with the Austrian Federal Ministry of Finance, as stipulated in § 8 WiEReG. Entities must declare their exemption electronically, provided the relevant conditions are met, using the same standard procedure, which will be explained further.

Indeed, entities (e.g., companies) designated by law (§ 1 WiEReG) as obliged - and not exempt - parties are required to identify their UBO. When a qualified authority (such as a bank) conducts customer due diligence, the obliged legal entity must provide documentation verifying the identity of the UBO. As stipulated in § 4 WiEReG, the UBO must, without delay, make such documents available to any competent authority upon request. The documents used to identify the UBO must be retained for at least five (5) years after the individual ceases to be a beneficial owner. It is not mandatory for the entities or the UBO themselves to physically retain these documents; they may also be held by the accountant or lawyer who handled the UBO registration.

UBO Registration Procedure

The registration of the UBO must be completed entirely online via the Austrian Federal Ministry of Finance’s online portal (Unternehmensserviceportal – USP), which has been accessible since 1 July 2024. In summary, the following information must be provided (§ 5 WiEReG):

for Direct Beneficial Owners:

• Full name, ID type and number (if no Austrian residence)
• Date and place of birth
• Nationality
• Residential address

for Indirect Beneficial Owners:

• same data as above, plus information on the highest-level legal entity (e.g., shareholding in %, voting rights).

Nature and Extent of Control: mention the type of control (ownership, voting rights, management, trustee role etc.); shareholding percentage, voting power, or economic interest; for trusts and foundations: information on beneficiaries and equivalent persons must also be reported.

If filed by a Legal Representative (e.g. as a lawyer):

• Confirmation that the identity has been verified
• Whether a Compliance Package was submitted
• Who has access to the Compliance Package
• Contact E-Mail for queries

Deadlines for filing: within four (4) weeks from entry into the company register (Firmenbuch) for new entities, or change or end of the UBO status, or knowledge of exemption.

Attention: Please note that only one authorized legal representative may submit filings at any given time. If the requested professional is not yet formally authorized - because another individual is still officially administering the procedure - that professional will not be able to access the online process. Therefore, any changes in legal representation must always be formally notified.

Annual review:

Obliged legal entities must verify once per year—always within four (4) weeks of the anniversary of the previous filing—that the UBO (Ultimate Beneficial Owner) data remains accurate, complete, and up to date, including information regarding economic interests. Even if no changes have occurred, confirmation of no changes must be submitted electronically using the same procedure via the USP portal. Given the complexity of the process and the amendments introduced by the Austrian 2023 Amendment (BGBI. I Nr. 97/2023) which:

• broadened the scope of obliged entities.
• raised the burden of proof for exemptions.
• introduced more automated controls and
• increased penalties,

It is strongly recommended to have the process handled by a lawyer (Rechtsanwalt) or an accountant (Steuerberater).

Foreign Entities: the obligation also applies to foreign legal persons with relevant presence in Austria. They must report their UBO status and details at the start of any relevant business relationship or transaction and register in the Supplementary Register. Information to be provided are mainly the legal form, the registered office and contact address in Austria.

Additionally, trusts and foreign legal entities with any office in Austria or another EU Member State must appoint a professional representative (berufsmäßiger Parteivertreter) in Austria who also acts as their official address.

Being identified as a UBO does not impose “direct” legal obligations or liabilities.

However, it entails a higher degree of transparency towards authorities and may have implications in the context of tax audits, anti-money laundering investigations, or legal proceedings.

Even though the primary legal obligation to report and maintain UBO (Ultimate Beneficial Owner) information rests with the legal entities themselves (e.g., companies, foundations, trusts, etc.) in which the UBOs are involved - and not directly with the UBO - UBOs are nonetheless legally required to provide the necessary information upon request by the reporting authority (§ 5 WiEReG). Failure to provide such information, or the provision of false or incomplete data, may constitute an administrative offense.

Being identified as a UBO under Austrian law does not automatically give rise to criminal or administrative liability. However, if the UBO is actively involved in illegal activities (such as money laundering or fraud), he may, of course, be held liable under Austrian criminal law.

Firstly, pursuant to § 9 WiEReG, access to the UBO register via the electronic portal is granted to various obliged parties, including banks, insurance companies, lawyers (Rechtsanwälte), notaries, auditors, tax advisors, accountants, real estate agents, business consultants, crypto service providers, and other regulated entities.

Access is permitted solely for the purpose of making the necessary entries or amendments, fulfilling anti-money laundering and counter-terrorism financing obligations, or advising clients on the verification of beneficial owners.

Additionally, public institutions that award public funds or contracts may access the register to ensure transparency in the allocation of grants, contracts, or concessions. Statistik Austria provides daily updates on registered entities and changes within the register.

Natural persons and organizations who can demonstrate a legitimate interest may also access the register electronically (§ 10 WiEReG). This legitimate interest must generally be substantiated; however, for certain categories - such as journalists, academics, and civil society organizations, all of whom are engaged in anti-money laundering, counter-terrorism financing, or related fields - the interest is presumed, making the evidentiary requirements less stringent.

Upon a written request by a UBO the register authority must determine whether information concerning that individual should be withheld from extracts of the register available to certain entities (§ 10a WiEReG). To obtain such a restriction, the beneficial owner must demonstrate overriding legitimate interests (“außergewöhnliche Umstände”) that justify the limitation. The law cites examples of such interests, including risks of fraud or other criminal offences. The application must specify the legal entities to which the restriction should apply. If the request is granted, the relevant extracts will display a notice of restricted access in place of the actual data.

Furthermore, § 12 WiEReG sets out a list of public authorities entitled to access the register for the performance of their official duties. The most significant among these are the Register Authority itself (within its legal mandate), most Austrian supervisory authorities (such as the Austrian Financial Market Authority-FMA), district authorities responsible for administrative criminal proceedings, criminal justice bodies, tax authorities, the Austrian National Bank (OENB), and several others. When these authorities access entity data, the register displays risk points and levels, the reasons for the risk assessment, and all registered UBO data. In addition these authorities are entitled to submit electronic reports and to amend the data if they determine that the beneficial ownership information of a legal entity is incorrect, or if they have knowledge of the actual UBOs or the necessary corrections (§ 13 WiEReG). They are also required to notify the affected parties accordingly.

If an entity fails to properly report the UBO of a company or trust, the following consequences apply (§ 15 WiEReG):

• submit false or incomplete or delayed (after 4 weeks) information or changes about the UBO.
• Ignore the legal obligation to report beneficial owners, even after two reminders.
• do not report when an exemption ends.
• Fail to disclose whether you're acting as a trustee or managing a foreign entity, and don’t provide details on who the real owners are.

In such cases, if the violation is committed intentionally, a substantial fine of up to EUR 200,000 may be imposed. In cases of gross negligence, the fine may be up to EUR 100,000. Other sanctionable offenses include failing to retain relevant documents (such as identification or proof of ownership) for at least five (5) years after an individual ceases to be a beneficial owner. These are administrative penalties, not criminal charges, and they do not involve the courts, but only administrative bodies.

§ 16 WiEReG governs coercive fines (in Austria: Zwangsstrafen). If a company or legal entity fails to submit the required report of its beneficial owners, the Austrian Tax Office may impose a coercive fine to compel compliance. A warning notice will be issued, granting a six-week deadline to fulfill the reporting obligation. If, however, the entity’s conduct constitutes a criminal offense, the matter may be referred to the criminal courts.