🇦🇹 Legislation1 Jan 2024
Austria creates the FlexCo and cuts GmbH minimum capital to EUR 10,000
Austria's Company Law Amendment Act 2023 (GesRÄG 2023) came into force on 1 January 2024. It creates the Flexible Company (FlexCo), a new limited company form with features of a GmbH and a stock corporation, including non-voting 'company value shares' for employees. It also cuts the minimum share capital of a GmbH from EUR 35,000 to EUR 10,000, the same as for a FlexCo.
The National Council adopted the package on 15 December 2023 and it was published as BGBl I Nr 179/2023 on 20 December 2023. Article 1 is the Flexible Companies Act (FlexKapGG).
What changed
- FlexCo: a new company form aimed at start-ups but open to any business. It combines GmbH and AG features.
- Company value shares: a FlexCo can issue shares without voting rights to employees and others, up to a quarter of the capital.
- Flexibility: simpler share transfers, written resolutions and capital measures than a GmbH.
- Minimum capital: EUR 10,000 for both a GmbH (down from EUR 35,000) and a FlexCo. At least EUR 5,000 must be paid in on incorporation. A FlexCo shareholder's minimum contribution is EUR 1.
Who is affected
Founders and groups setting up Austrian subsidiaries, and existing GmbHs that may convert to a FlexCo.