New reporting obligation in connection with trusts

Previously, trusts holding shares in limited liability companies (GmbHs) or FlexCos only had to be reported if they were "relevant" to the establishment of beneficial ownership with regard to the level of participation and voting rights (in particular, if the level of participation and voting rights held in trust exceeded 25%). In these cases, the new legal provisions do not result in any changes.

From 1 October 2025, the following reporting obligation also applies to "non-relevant" trust agreements:

• At the level of the reporting entity, both relevant and non-relevant trusts and their contracting parties must be reported, i.e. settlors (nominators), trustees (nominees) and nominee directors (nominated member of senior management).

  
  

• While trusts that are not relevant at higher levels do not need to be reported, relevant trusts (i.e., with more than 25% shareholding and voting rights) must be reported at higher levels as well.

Startups affected by the new WiEReG reporting obligation

Some startups have trust arrangements (e.g., business angels with their own shares and additional shares as trustees for third-party investors as settlors, founders with their own shares and additional shares as trustees for third parties in the settlor role).

For this reason, startups will in future be affected by the new WiEReG reporting obligation for non-relevant trusts (even in the case of, for example, "mini trust relationships" of only 2%!).

Deadlines in connection with the new reporting obligation

The new regulation applies to all notifications (amendment notifications and annual notifications) submitted to the register from 1 October 2025 onwards, according to the applicable due date.

The mere existence of a non-relevant trust does not, in principle, trigger a separate, immediate reporting obligation (in the form of a change notification) within four weeks from October 1, 2025. Rather, any relevant or non-relevant trusts must be taken into account in the next change or annual report.

Attention: However, an exception exists for legal entities that were previously exempt from reporting (e.g., OGs, KGs and GmbHs with exclusively natural persons as shareholders):

• For legal entities exempt from reporting requirements, it should be noted that from 1 October 2025 onwards, if a trusteeship exists – relevant or not relevant – there will in any case no longer be an exemption from reporting requirements.

  
  

• In this case, trusts – regardless of whether they are relevant for establishing beneficial ownership or not – must be reported to the register within 4 weeks from 1 October 2025 (thus by 29 October 2025 at the latest).

Penal provisions

Finally, it should be noted that, with regard to the extended reporting obligations in connection with nominee agreements, the penalty provisions of Section 15 of the Austrian Beneficial Ownership Register Act (WiEReG) have also been adjusted accordingly.

For example, failure to disclose information is punishable by fines of up to €200,000 in cases of intentional misconduct and up to €100,000 in cases of gross negligence. The amounts mentioned above represent the maximum penalties; in practice, the penalties imposed are significantly lower, but still very substantial.

Authors:

Christoph Puchner , Partner and Tax Advisor & David Gloser , Partner, Tax Advisor and Auditor at ECOVIS Austria , one of Austria's leading tax advisors for startups. www.ecovis.at