The Gesellschaft mit beschränkter Haftung (GmbH) is Austria’s classic limited company structure — a legal entity that can own rights, assume obligations, sue and be sued. Both individuals and multiple founders can set up a GmbH in Austria.
Share Capital
Founders pay in the share capital as initial contributions; each must be at least €70, and the minimum total is €10,000, with half payable when the company is founded.
Liability
A key advantage: The GmbH is liable only with its corporate assets — there is no direct or personal liability for the shareholders, who are only responsible for their designated capital contribution.
Company Bodies
- Shareholders’ meeting: Major decisions — by law or charter — are made at the shareholders’ meeting. With approval from all, this can also be in writing; if there is only one shareholder, written decisions suffice.
- Managing director(s): The GmbH is represented by one or more managing directors, who must be entered into the commercial register. If not specified otherwise in the charter, all directors jointly represent the company; single representation is also possible. They make day-to-day business decisions and must act with the diligence of prudent business leaders — liable to the company if they breach this duty.
- A supervisory board is required under certain conditions (for example, more than €70,000 share capital, over 50 shareholders, or a team of more than 300 employees).
Setting up a GmbH
Required:
- Articles of association (notarized, or a declaration of foundation for single-person GmbH), stating the company name/address, purpose, share capital, and stakeholder shares
Optional details: extra rules on management, shareholder decisions, profit distribution, acquisition rights, minority rules, etc. - Appointment of managing director(s) (if not in the charter)
- For regulated trades: proof of relevant qualifications (degrees, experience). Austria’s Ministry of Labour and Economy provides a list of regulated professions.
Free trades need no such proof. - Registration in the commercial register (signed by all managing directors, notarized or via court). The GmbH is formed when registration is completed.
GmbH Taxes
Profits are taxed at the corporate tax rate (23% in 2024). There is an annual minimum payment of €500, even for non-profitable years.
Dividend payments are subject to capital gains tax of 27.5%.
Excursus: FlexKapG
Since January 1, 2024, Austria features the “Flexible Kapitalgesellschaft” (FlexKapG) — tailored to start-ups and founders. The model resembles a GmbH but allows formation with as little as €1 share capital. A special, streamlined method means participants can acquire shares at current company value — unlocking flexible profit participation, especially for successful exits. Holders of such shares receive profit allocations but do not have voting rights. Shares can be transferred simply in writing, no notarial procedure necessary.
