Tax & Legal News in English March 2025

Assessment of taxes of a dissolved corporation 

A corporation remains legally existent after its deletion from the commercial register if assets are still available or if liquidation is necessary. However, if the deletion occurs due to a lack of assets, the corporation loses its legal capacity to act, and tax assessment notices can no longer be issued. In such cases, the corporation is deemed dissolved and can no longer act as a legal entity. Ongoing tax proceedings must be terminated. If tax assessment notices are nonetheless issued to a dissolved corporation, it must be determined whether these assessments can have any legal effect.

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The electronic consignment note (eCMR) in the transport industry

The ratification of the Additional Protocol to the CMR puts the electronic consignment note on an equal footing with the consignment note in paper form. This enables companies to issue, sign and store the proof of transport electronically. Due to the recognition of the digital consignment note, it is incumbent on companies to use the eCMR consignment note or the paper-based CMR consignment note. 

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ECJ on the VAT on payments due to the withdrawal of a contract for work and services 

In the ECJ ruling of 28 November 2024, rhtb: projekt gmbh against Parkring 14-16 Immobilienverwaltung GmbH, C-622/23, the ECJ addresses the question of whether a statutory payment due to an unjustified contract withdrawal before the service is completed can constitute a remuneration for a supply of services, provided that the service supplier is prepared to complete the service. Specifically, it was uncertain whether an exchange of services had taken place between the parties involved. To put it brief, the ECJ stated that a statutory remuneration in the event of an unjustified contract withdrawal under the conditions mentioned can be characterized as a remuneration and are therefore subject to VAT.

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Planned tax changes for private foundations

On March 3, 2025, a coalition comprising the Austrian People's Party (ÖVP), the Social Democratic Party of Austria (SPÖ), and the Liberal Party (NEOS) was officially inaugurated by the Federal President of Austria. Just a few days earlier, the coalition´s government program was released. This program spans 211 pages and includes a variety of tax initiatives, some of which directly and others indirectly impact the tax regulations concerning private foundations in Austria.

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Austrian Transfer Pricing Guidelines 2021 – update 2025 published

On 11 March 2025, the Austrian tax authorities published the update 2025 to the Austrian Transfer Pricing Guidelines 2021 (ATPG 2021). The update 2025 does not only formally align the ATPG 2021 with the OECD Transfer Pricing Guidelines 2022, but also provides for additional amendments, some of which are viewed critically in practice. From the point of view of the Austrian tax authorities, these additions are likely to be mere clarifications, which is why they are also relevant for currently outstanding tax audit cases.

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Stamp duty on VAT for exempt lease agreements

VAT exempt lease agreements can trigger stamp duty on VAT, if the lessor can, under the agreement, charge VAT in the future if the lessee´s VAT position changes and such changes enable the lessor to charge VAT.  In view of the Federal Fiscal Court such clauses are to be seen as conditions precedent which are for not relevant when assessing the stamp duty base. An even just potentially charged VAT in the future could, therefore, increase the stamp duty.

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Updates in the Disclosure of Annual and Consolidated Financial Statements
New structure JAb 4.0: What companies need to know

With the amendment of the electronic legal transactions, FinanzOnline will no longer be an acceptable communication channel with the commercial register court from 1 January 2026 onwards. This implies that annual/consolidated financial statements prepared in the new structure JAb 4.0 can no longer be submitted via FinanzOnline. Documents prepared in an earlier version of the structure can still be submitted via FinanzOnline during an interim period until 31 December 2025.

The legal representatives of corporations and partnerships with limited liability must generally submit the annual/consolidated financial statements, the management report and other documents (such as the audit certificate) electronically to the commercial register court after the review in the general meeting or shareholders' meeting - but no later than 9 months after the balance sheet date. The detailed provisions on electronic disclosure are regulated by the ordinance on electronic legal transactions. A revised ordinance was announced at the end of February 2025.

The ordinance on electronic legal transactions generally requires the submission of documents in a structured form according to the structure described in the interface description for annual and consolidated financial statements. This structure has now been revised and will henceforth be referred to as JAb 4.0.

The exception for submission in unstructured form (as PDF) remains in place, but a valid reason must be provided at the time of submission if a structured form is unattainable.

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Partial assignment of “GmbH”-shares despite contractual
indivisibility

The Austrian Supreme Court has clarified that the consent of all shareholders can enable a partial transfer of shares in a limited liability company (GmbH) even when the articles of association stipulate indivisibility. According to Austrian law, shares are generally not divisible unless the articles of association provide otherwise. However, the court ruled that when all shareholders consent to a specific partial transfer, such transfer becomes valid regardless of contractual provisions on indivisibility. This consent must be given for each specific case and cannot be withdrawn after the transfer agreement has been concluded. The court also confirmed that a general prohibition on share transfers is inadmissible, and even a contractual transfer restriction would be overcome by the unanimous consent of all shareholders.

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Voluntary sef-disclosure: UBO-reporting not required 

In a recent decision, the Tax Appeals Court ruled that, in the case of violations of UBO-reporting obligations, the actual filing of the amended UBO-report is not required for obtaining the sheltering effect. Both, the Fiscal Penal Law Act as well as the UBO Act, do not contain a provision requiring the actual filing of the UBO report as part of a voluntary self-disclosure. It is sufficient that as part of the description of the wrongdoing the actual data which should have been reported is disclosed. However, the filing of an amended UBO report after submitting a voluntary disclosure is still recommended.

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