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Aktiengesellschaft, AG#

Aktiengesellschaft, AG, joint-stock company with its own legal identity (juristic person). Shareholders participate by investing in the company's share capital (at least ATS 1 m, divided into shares) without being personally responsible for the AG's liabilities. Shares of stock can be issued as bearer shares or registered shares. In practice, AGs can have a variety of structures: personal or family-related AGs, or public AGs with a large number of shareholders. Even exchange-traded AGs Stock Exchange usually have one or more main shareholders or shareholder syndicates which control the AG.

In Austrian legislation, AGs are governed by the Company Act (Aktiengesetz) of 1965. Their legal setup is based on considerations intended to protect shareholders, debtors and the public. AGs are established by (constitutive) entries made in the Commercial Register. At the shareholders' meeting (Annual General Meeting), a mandatory supervisory board is elected for a maximum term governed by law; the supervisory board appoints the management board (managers) for a maximum term of 5 years. Shareholders also vote on important company decisions at shareholders´ meetings. Such matters include profit application, dismissal from the supervisory or management board, capital increases, mergers, etc. In most cases, an AG is established when a considerable number of capital investors (shareholders) is necessary to finance large-scale projects. At least two shareholders are needed in order to establish an AG. Because of the AG's solid legal organisation, the public sector often uses this type of business organisation.

In 1997 there were 824 AGs in Austria (of which 149 were banks and 60 were insurance companies) with an aggregate share capital of ATS 199.2 bn (of which banks had ATS 51.3 bn, insurance companies ATS 10.9 bn). Austrian AGs, not including banks and insurance companies, employed 283,027 staff in 1997 and achieved a turnover of ATS 872.3 bn. 186 AGs were listed at the Vienna Stock Exchange in March 2000.

Further reading#

K. Schiemer, P. Jabornegg and R. Strasser, Kommentar zum Aktiengesetz, 31993.