What is a GmbH & Co KG?
A GmbH & Co KG is an Austrian limited partnership (Kommanditgesellschaft, KG) whose general partner (Komplementär), the partner liable without limit, is a GmbH rather than a person. The limited partners' liability is capped at a registered amount under § 161 UGB, so no natural person in the structure is liable without limit.
The Austrian Commercial Code (Unternehmensgesetzbuch, UGB) has two partnership forms. In an OG (offene Gesellschaft, general partnership), no partner's liability towards the partnership's creditors is limited; the OG has legal capacity and needs at least two partners (§ 105 UGB). Its partners are liable to creditors as joint and several debtors without limit, and an agreement among them to the contrary does not bind third parties (§ 128 UGB).
A KG divides its partners into two groups under § 161 Abs. 1 UGB. The limited partners (Kommanditisten) are liable only up to a fixed amount entered in the register, the Haftsumme. The general partners (Komplementäre) are liable without limit. In a classic KG the general partner is a natural person; in a GmbH & Co KG that place is taken by a GmbH.
The GmbH is a company in its own right, with its own register entry, its own share capital and its own managing director. For the GmbH as a legal form on its own, see the GmbH explainer page.
Why use this structure?
The structure answers one question: who stands behind the partnership's debts. In an OG, and in a classic KG, at least one natural person is liable for them with everything they own. A GmbH & Co KG puts a company in that position. For a GmbH's own debts only the company is liable, with its assets, and its shareholders owe only the contributions they subscribed, according to the Austrian Economic Chambers (WKO).
The result is limited liability at every level, while the business itself is carried on as a partnership. The limited partners join with a capped stake, and once a limited partner's contribution has actually been paid, direct liability is excluded: "die Haftung ist ausgeschlossen, soweit die Einlage geleistet ist" (§ 171 Abs. 1 UGB).
The partnership agreement of an OG or KG is not bound to a prescribed form (WKO, formation costs). The GmbH in the general partner's role follows the GmbH Act: a share capital of at least EUR 10,000, and each contribution at least EUR 70 (§ 6 Abs. 1 GmbHG). The AG, Austria's other corporation, is set beside the GmbH in GmbH vs AG in Austria.
The GmbH may be formed for the purpose, or it may be a company that already exists, such as an Austrian holding GmbH. For a business run in a founder's own name, the comparison of the two forms is in the guide on how a sole trader differs from a GmbH.
Who is liable without limit
Not sure how this applies to your GmbH?
Send us your question before you commit to anything.
How does liability split in a GmbH & Co KG?
Three groups have a stake in a GmbH & Co KG, and the law treats each one differently. The table maps each party to its liability towards the partnership's creditors and the provision that sets it.
Liability in a GmbH & Co KG, party by party, as the law stands on 28 September 2026.
| Party | Liability to the partnership's creditors | Legal basis |
|---|---|---|
| GmbH as general partner (Komplementär) | Without limit, with all the GmbH's assets | § 161 Abs. 1 UGB |
| Shareholders of the GmbH | None; they owe only their subscribed contributions | GmbH law (WKO) |
| Limited partners (Kommanditisten) | Capped at the registered Haftsumme | § 161 Abs. 1 UGB |
| Limited partners, contribution paid | Direct liability excluded | § 171 Abs. 1 UGB |
Source: Austrian Federal Legal Information System, Commercial Code (UGB) §§ 161 and 171; Austrian Economic Chambers (WKO), GmbH guide. Consulted September 2026.
The chain ends at the GmbH. A creditor of the KG can hold the GmbH liable without limit, but a GmbH answers only with what it owns: its share capital and whatever else the company holds. The GmbH's shareholders are not a further link in that chain; what they owe, they owe to the GmbH, in the amount of the contributions they subscribed.
The minimum capital behind that chain is set out in the guide to GmbH share capital.
From our practice. Two figures about a limited partner are often read as one. The Haftsumme is the cap entered in the register under § 161 UGB; the contribution actually paid is what excludes direct liability under § 171 UGB. Until the contribution is paid, the limited partner's exposure is measured against the registered Haftsumme.
Is the GmbH & Co KG a recognised structure in Austrian law?
Yes. The Commercial Code describes the pattern in its own words. Book III of the UGB, the accounting rules, applies to registered partnerships in which no unlimitedly liable partner is a natural person (§ 189 Abs. 1 Z 2 lit. b UGB). A GmbH & Co KG is exactly such a partnership.
The same paragraph applies Book III to all corporations, the GmbH included, without a threshold (§ 189 Abs. 1 Z 1 UGB). All other entrepreneurs come under it only above EUR 700,000 turnover per business per financial year (§ 189 Abs. 1 Z 3 UGB): after two consecutive years above it, from the second following financial year, or from the next year if the threshold is exceeded by at least EUR 300,000. Book III does not apply to the liberal professions, farmers and foresters.
In the Firmenbuch, the companies register, the KG has one entry, and that entry names its GmbH general partner. The GmbH is entered separately. The structure is therefore always two registered companies.
Keeping the books and preparing the annual accounts under Book III are, where done for the company by an outside professional, reserved in Austria to licensed professions such as the Steuerberater and the Bilanzbuchhalter. The register filings that follow are listed on the page on the GmbH compliance calendar.
One structure, two registered companies
Setting one up
A GmbH & Co KG takes two first registrations in the Firmenbuch: one for the GmbH and one for the KG that names it as general partner. The step-by-step formation of a KG with a GmbH as general partner is on its own service page; this section sets out the rules that shape it.
The GmbH follows the GmbH Act. Its share capital is at least EUR 10,000, at least half of it raised by cash contributions paid up in full (§ 6a Abs. 1 GmbHG). Before registration, at least one quarter of each cash contribution, at least EUR 70 per contribution and at least EUR 5,000 in total must be paid in (§ 10 Abs. 1 GmbHG). The EUR 10,000 minimum has applied since 1 January 2024, when it replaced EUR 35,000. A single founder replaces the articles with a declaration of establishment (§ 3 Abs. 2 GmbHG). The GmbH's own route is described in how to set up a GmbH in Austria step by step.
The KG's partnership agreement needs no prescribed form, and each limited partner's Haftsumme is registered (§ 161 Abs. 1 UGB).
Both registrations carry court fees under Tarifpost 10 Z I of the Court Fees Act (Gerichtsgebührengesetz, GGG). From 1 August 2026, in the amounts of BGBl. II Nr. 227/2026, a GmbH first registration costs EUR 522 (EUR 47 application fee plus EUR 475 registration fee) and a KG first registration EUR 216 (EUR 47 plus EUR 169). Filing on paper instead of electronically adds EUR 24 to the application fee, which is due once per filing and owed whatever the outcome.
The New Business Promotion Act (Neugründungs-Förderungsgesetz, NeuFöG) removes, for a business that qualifies as a new formation, the court fees for Firmenbuch entries under TP 10 Z I GGG, together with stamp duties and federal administrative charges (§ 1 NeuFöG). A new formation is a genuinely new operational structure, set up by an owner who has not controlled a comparable business before; a mere change of legal form or of owner does not qualify (§ 2 NeuFöG).
The declaration form NeuFö 2 must be produced before or at the same time as the relief is claimed, with an original for each authority (USP founding roadmap), and a WKO consultation confirmation (Beratungsbestätigung) is required. For court fees, the form may also reach the court within 14 days of the registration application, if that application expressly claimed the relief (GGG, TP 10).
Sources
The rules on this page are taken from these official sources, consulted in September 2026:
- Austrian Federal Legal Information System (RIS), Commercial Code (UGB), consolidated version: § 105, § 128, § 161, § 171 and § 189.
- Austrian Federal Legal Information System (RIS), GmbH Act (GmbHG): § 6 and § 10.
- Austrian Federal Legal Information System (RIS), Court Fees Act (GGG), Tarifpost 10, amounts from 1 August 2026, and New Business Promotion Act (NeuFöG), § 1.
- Austrian Economic Chambers (WKO), Gesellschaft mit beschränkter Haftung (GmbH) and Gründungskosten.
- Austrian start-up portal (USP), Gründungsfahrplan GmbH und FlexKapG: the NeuFö 2 declaration.
FAQ
What is a GmbH & Co KG?
It is a limited partnership (KG) under the Austrian Commercial Code whose general partner is a GmbH. The GmbH is liable for the partnership's debts without limit, but only with its own assets, and the limited partners are liable up to their registered Haftsumme. No natural person in the structure carries unlimited liability.
What does KG stand for in GmbH & Co KG?
KG stands for Kommanditgesellschaft, the limited partnership of § 161 UGB. Its partners fall into two groups: limited partners (Kommanditisten), whose liability is capped at a registered amount called the Haftsumme, and general partners (Komplementäre), who are liable without limit. In a GmbH & Co KG the general partner is a GmbH.
Who is liable without limit in a GmbH & Co KG?
The GmbH, as general partner, is liable for the partnership's debts without limit under § 161 Abs. 1 UGB. A GmbH answers for its debts only with its own assets, and its shareholders owe it only the contributions they subscribed. The unlimited liability therefore sits with a company, not with a natural person.
Are the limited partners liable for the partnership's debts?
Only up to their Haftsumme, the amount registered for each limited partner under § 161 Abs. 1 UGB. Under § 171 Abs. 1 UGB, a limited partner's direct liability is excluded once the contribution has actually been paid. The registered cap and the contribution paid are two separate figures, and both matter.
Are the GmbH's shareholders personally liable for the KG's debts?
No. For the GmbH's debts only the GmbH is liable, with its whole assets, and its shareholders owe the company only the contributions they subscribed. The GmbH's liability as general partner is one of the GmbH's own debts, so it is met from the GmbH's assets, not from the shareholders' private assets.
Does Austrian law recognise the GmbH & Co KG?
Yes. Section 189 Abs. 1 Z 2 lit. b UGB applies Book III of the Commercial Code, its accounting rules, to registered partnerships in which no partner liable without limit is a natural person. That is the GmbH & Co KG pattern, described in the statute itself rather than created by practice alone.
Does a GmbH & Co KG have to keep books under the UGB?
Yes. Book III of the UGB applies to it because none of its partners liable without limit is a natural person (§ 189 Abs. 1 Z 2 lit. b UGB). Other entrepreneurs come under Book III only above EUR 700,000 turnover per business per financial year. Outside bookkeeping work is reserved to licensed professions such as Steuerberater.
Does the KG partnership agreement need a particular form?
No form is prescribed for the partnership agreement of an OG or a KG, according to the Austrian Economic Chambers (WKO). The GmbH that acts as general partner is a separate matter: it is formed under the GmbH Act, with its own founding documents and its own entry in the Firmenbuch, the companies register.
How much capital does the general partner GmbH need?
The GmbH needs a share capital of at least EUR 10,000, with each contribution at least EUR 70, under § 6 Abs. 1 GmbHG. Before registration, at least one quarter of each cash contribution, at least EUR 70 per contribution and at least EUR 5,000 in total must be paid in, under § 10 Abs. 1 GmbHG.
What are the court fees for registering a GmbH & Co KG?
Two first registrations are due. From 1 August 2026, under Tarifpost 10 Z I GGG as adjusted by BGBl. II Nr. 227/2026, a GmbH first registration costs EUR 522 and an OG or KG first registration EUR 216. Filing on paper instead of electronically adds EUR 24 to the application fee of that filing.
Can the court fees be waived for a new business?
Yes, where the business qualifies as a new formation under the NeuFöG, which removes court fees for Firmenbuch entries under TP 10 Z I GGG. The NeuFö 2 form must be produced before or together with the claim; for court fees it may also reach the court within 14 days, if the application expressly claimed the relief.
How is a GmbH & Co KG taxed?
The taxation of the KG and of its partners is not covered on this page. Tax advice is reserved in Austria to licensed tax advisers (Steuerberater), who assess each structure on its own facts. How a GmbH itself is taxed as a corporation is set out separately, in the guide to GmbH taxes on this site.
Related service
GmbH & Co KG formation. Both companies and both register entries, from the GmbH to the KG: GmbH & Co KG Formation in Austria.