GmbH and AG at a glance
The GmbH and the AG are both Austrian capital companies (Kapitalgesellschaften): legal persons whose shareholders are not personally liable for the company's debts. A GmbH needs EUR 10,000 of share capital (§ 6 GmbHG) and at least one managing director. An AG needs EUR 70,000 (§ 7 AktG), a management board and, always, a supervisory board.
Each form rests on its own statute: the GmbH on the GmbH Act (GmbHG), the AG on the Stock Corporation Act (Aktiengesetz, AktG). The table sets the two side by side, row by row, with the paragraph each figure comes from. The sections below explain every row. The law is stated as it stands on 28 September 2026.
The Austrian GmbH and AG side by side, each figure with the paragraph it comes from.
| Rule | GmbH | AG |
|---|---|---|
| Statute | GmbH Act (GmbHG) | Stock Corporation Act (AktG) |
| Legal personality and liability | Own rights and duties; only the company's assets are liable to creditors (§ 61 GmbHG) | Own legal personality; shareholders not personally liable for the company's debts (§ 1 AktG) |
| Minimum capital | EUR 10,000 Stammkapital (§ 6 Abs. 1 GmbHG) | EUR 70,000 Grundkapital (§ 7 AktG) |
| Smallest unit of capital | Contribution of at least EUR 70 (§ 6 Abs. 1 GmbHG) | Par-value share of at least EUR 1 or a multiple, or no-par shares, not both (§ 8 AktG) |
| Management | At least one managing director, a natural person with legal capacity (§ 15 Abs. 1 GmbHG) | Management board of one or more persons (§ 70 Abs. 2 AktG) |
| Supervisory board | Only above the § 29 Abs. 1 GmbHG thresholds; voluntary board possible (§ 29 Abs. 6) | Always; three natural persons, up to 20 if the articles so provide (§ 86 Abs. 1 AktG) |
| Court fees, first registration, from 1 August 2026 | EUR 522 (EUR 47 + EUR 475) | EUR 910 (EUR 130 + EUR 780) |
| Minimum corporate tax per full calendar quarter | EUR 125 (5% of one quarter of EUR 10,000) | EUR 875 (5% of one quarter of EUR 70,000) |
| Audit of the annual accounts | Not required for a small GmbH with no supervisory board required by law (§ 268 UGB) | Required (§ 268 UGB) |
Source: Austrian Federal Legal Information System: GmbHG §§ 6, 15, 29, 61; AktG §§ 1, 7, 8, 70, 86; Court Fees Act (GGG), Tarifpost 10 Z I, amounts from 1 August 2026 under BGBl. II Nr. 227/2026; Corporate Income Tax Act (KStG) § 24 Abs. 4, quarterly amounts worked from its formula; Commercial Code (UGB) § 268. Consulted September 2026.
Minimum capital: EUR 10,000 vs EUR 70,000
The minimum share capital (Stammkapital) of a GmbH is EUR 10,000, and each shareholder's contribution (Stammeinlage) must be at least EUR 70 (§ 6 Abs. 1 GmbHG). At least half of the share capital must be raised through cash contributions paid up in full (§ 6a Abs. 1 GmbHG).
Not all of the cash has to be in place before registration. Under § 10 Abs. 1 GmbHG, at least one quarter of each cash contribution must be paid in, at least EUR 70 per contribution and at least EUR 5,000 in total. The three conditions apply together.
The EUR 10,000 minimum dates from the reform effective 1 January 2024, which lowered it to that figure (it had been EUR 35,000) and abolished the old Gründungsprivilegierung (founding privilege) (Austrian Economic Chambers). An existing GmbH whose articles still carry founding-privilege clauses must delete them the next time it amends its articles.
The AG's minimum nominal share capital (Grundkapital) is EUR 70,000 (§ 7 AktG). That capital is divided into shares. They may be par-value shares or no-par shares, but not both in the same company, and a par-value share must be at least EUR 1 or a multiple of it (§ 8 AktG).
The GmbH's two capital terms, Stammkapital and Stammeinlage, have a guide of their own. The form as a whole is described in the GmbH explainer guide.
Minimum capital, drawn to scale
GmbH
AG
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Liability for the company's debts
Both statutes separate the company's debts from its shareholders. The GmbH has its own rights and duties as such: it can own property, including land, and sue and be sued in its own name (§ 61 Abs. 1 GmbHG). For its debts, only the company's assets are liable to its creditors (§ 61 Abs. 2 GmbHG): "Für die Verbindlichkeiten der Gesellschaft haftet ihren Gläubigern nur das Gesellschaftsvermögen."
The AktG states the principle in its first paragraph. An AG is a company with its own legal personality whose shareholders hold shares in the share capital without being personally liable for the company's debts (§ 1 AktG): "ohne persönlich für die Verbindlichkeiten der Gesellschaft zu haften".
What a GmbH shareholder does owe is the subscribed contribution. It must be paid in full as the articles and valid resolutions require, and the obligation cannot be waived or deferred for an individual shareholder (§ 63 GmbHG).
Trading without a separate company is a different case, set out in a GmbH compared with a sole trader.
Governance: who runs each form
Every GmbH has at least one managing director (Geschäftsführer), and only natural persons with legal capacity may be appointed (§ 15 Abs. 1 GmbHG). Unless the articles provide otherwise, several managing directors represent the company jointly (Gesamtvertretung), as the Austrian Economic Chambers sets out. In urgent cases the court may appoint a managing director, also where none has their habitual residence in Austria (§ 15a Abs. 2 GmbHG).
A GmbH needs a supervisory board (Aufsichtsrat) only when it meets one of the conditions in § 29 GmbHG, listed further down this page. The articles may always provide for a voluntary one (§ 29 Abs. 6 GmbHG).
The AG is run by its management board (Vorstand), which manages the company on its own responsibility and may consist of one or more persons (§ 70 Abs. 2 AktG). Beside it, the AG always has a supervisory board of three natural persons; its articles (Satzung) may set a higher number, up to 20 (§ 86 Abs. 1 AktG).
The difference is structural. A GmbH below the § 29 conditions has no mandatory supervisory board. An AG cannot be without one, and that board alone has at least three members.
Formality and running costs
Both forms are entered in the Firmenbuch, and the first registration carries a court fee under the Court Fees Act (Gerichtsgebührengesetz, GGG), Tarifpost 10 Z I. The fee is an application fee (Eingabengebühr) plus a registration fee (Eintragungsgebühr). The amounts in force from 1 August 2026, under BGBl. II Nr. 227/2026, are:
- GmbH, first registration: EUR 47 application fee and EUR 475 registration fee, EUR 522 in total.
- AG, first registration: EUR 130 application fee and EUR 780 registration fee, EUR 910 in total.
Filing on paper rather than through electronic legal communication adds EUR 24 to the application fee. The application fee is due once per filing, even where it holds several requests, and it is owed whatever the outcome.
Both forms also owe a minimum corporate income tax (Mindestkörperschaftsteuer) tied to the statutory minimum capital of their legal form. For each full calendar quarter of unlimited tax liability, it is 5% of one quarter of that minimum capital (§ 24 Abs. 4 Z 1 KStG).
Worked from the formula and the two capital figures in § 6 GmbHG and § 7 AktG: a GmbH owes 5% of EUR 2,500, which is EUR 125 per quarter; an AG owes 5% of EUR 17,500, which is EUR 875 per quarter. The amount follows the minimum capital of the form, not the capital a particular company holds.
The reduced minimum tax for a company's first years no longer exists: § 24 Abs. 4 Z 3 KStG was repealed by BGBl. I Nr. 200/2023. Minimum tax paid above the actual corporate tax is credited like an advance payment, without time limit, up to the amount by which the actual tax exceeds the minimum in later years (§ 24 Abs. 4 Z 4 KStG).
When must a GmbH have a supervisory board?
The GmbHG makes the supervisory board mandatory only in listed cases. Under § 29 Abs. 1 GmbHG, a GmbH must have one where:
- its share capital exceeds EUR 70,000 and its shareholders number more than 50 (Z 1);
- its employees exceed 300 on average (Z 2);
- it uniformly directs, or holds more than 50% of, AGs or GmbHs bound to have a supervisory board, and the combined workforce exceeds 300 on average (Z 3);
- it is the general partner of a KG and the combined workforce exceeds 300 on average (Z 4);
- employee co-determination rights follow from a cross-border merger (Z 5), or it is a public-interest entity under § 189a Z 1 lit. a or lit. d UGB (Z 6).
The headcount is measured at each month-end of the preceding calendar year (§ 29 Abs. 3 GmbHG).
An AG has no such test. Its supervisory board is required under § 86 Abs. 1 AktG whatever its capital or workforce. A GmbH that meets a § 29 condition takes on the organ an AG always has, and it remains a GmbH under the GmbHG.
The organs of each form
Which annual accounts must be audited?
Under § 268 Abs. 1 UGB, the annual accounts of corporations must be audited before they are submitted to the supervisory board. The one exception is a small GmbH (§ 221 Abs. 1 UGB) that is not required by law to have a supervisory board. Consolidated accounts of corporations are always audited.
The auditor also gives an opinion on whether the management report is consistent with the accounts and, where applicable, limited assurance on sustainability reporting.
Read against the organ rules, the exception follows the supervisory board. It names only the GmbH, so an AG's annual accounts are audited. A GmbH whose supervisory board is mandatory under § 29 GmbHG falls outside it, and so does a GmbH that is not small; the size classes are set in § 221 UGB. A small GmbH with a voluntary board stays inside it, because the exception turns on a board the law requires.
From our practice. Comparisons of the two forms tend to start with the capital figure. Read side by side, the statutes differ just as much in the organs: the AG's supervisory board is permanent, and the audit duty follows the board. For a GmbH both turn on § 29 GmbHG and on the company's size, so the same GmbH can change position as its workforce or group grows.
Converting between the two
A change from one form to the other is a procedure of its own. For a GmbH, it is described on our service page Converting a GmbH to a FlexCo or AG in Austria. Whatever the route, a company that is an AG is bound by the AktG figures on this page: a minimum nominal capital of EUR 70,000 under § 7 AktG and a supervisory board under § 86 Abs. 1 AktG.
This site deals with the GmbH only; it does not form AGs. The FlexCo, a further Austrian company form, is set against the GmbH in the GmbH vs FlexCo guide.
Sources
The rules on this page are taken from these official sources, consulted in September 2026:
- Austrian Federal Legal Information System (RIS), GmbH Act (GmbHG), consolidated version: § 6, § 6a, § 10, § 15, § 15a, § 29, § 61 and § 63.
- RIS, Stock Corporation Act (AktG): § 1, § 7, § 8, § 70 and § 86.
- RIS, Court Fees Act (GGG), Tarifpost 10 Z I, with the amounts in force from 1 August 2026 under BGBl. II Nr. 227/2026.
- RIS, Corporate Income Tax Act (KStG), § 24 Abs. 4.
- RIS, Commercial Code (UGB), § 268.
- Austrian Economic Chambers (WKO), Gesellschaft mit beschränkter Haftung (GmbH): the 2024 capital reform, the founding privilege and joint representation.
FAQ
What is the difference between an AG and a GmbH in Austria?
Both are Austrian capital companies whose shareholders are not personally liable for the company's debts. The GmbH needs EUR 10,000 of share capital under § 6 GmbHG and is run by managing directors. The AG needs EUR 70,000 under § 7 AktG, a management board and a supervisory board of at least three natural persons.
What is the minimum capital of a GmbH and an AG?
A GmbH needs a minimum share capital of EUR 10,000, with each contribution at least EUR 70, under § 6 Abs. 1 GmbHG. An AG needs a minimum nominal share capital of EUR 70,000 under § 7 AktG. The GmbH figure applies since the reform effective 1 January 2024, which lowered it to that figure; it had been EUR 35,000.
How much of a GmbH's capital must be paid in before registration?
Under § 10 Abs. 1 GmbHG, at least one quarter of each cash contribution must be paid in, at least EUR 70 per contribution and at least EUR 5,000 in total. All three conditions apply together. At least half of the share capital must be raised through cash contributions paid up in full, under § 6a GmbHG.
Are GmbH or AG shareholders personally liable for the company's debts?
No, in either form. Under § 61 Abs. 2 GmbHG only the company's assets are liable to a GmbH's creditors. Under § 1 AktG the shareholders of an AG are not personally liable for the company's debts. A GmbH shareholder still owes the subscribed contribution in full under § 63 GmbHG, with no waiver or deferral.
Does a GmbH need a supervisory board?
Only in the cases listed in § 29 Abs. 1 GmbHG, for example where its employees exceed 300 on average, or where its share capital exceeds EUR 70,000 and it has more than 50 shareholders. Outside those cases a supervisory board is optional: the articles may always provide for a voluntary one under § 29 Abs. 6.
How many members does an AG's supervisory board have?
Three natural persons, under § 86 Abs. 1 AktG. The articles may set a higher number, up to a maximum of 20. The supervisory board is always required in an AG, whatever its capital or workforce, alongside the management board, which may consist of one or more persons under § 70 Abs. 2 AktG.
Can a GmbH be run by one person?
Yes. A GmbH needs at least one managing director, a natural person with legal capacity under § 15 Abs. 1 GmbHG, and one person can form a GmbH alone by a declaration of establishment under § 3 Abs. 2 GmbHG. An AG's management board may also be a single person, but its supervisory board has at least three members.
What are the court fees to register a GmbH or an AG?
From 1 August 2026, the first registration of a GmbH costs EUR 522 in court fees: a EUR 47 application fee and a EUR 475 registration fee. For an AG it is EUR 910: EUR 130 plus EUR 780. Both come from Tarifpost 10 Z I of the Court Fees Act. Filing on paper adds EUR 24.
What is the minimum corporate tax for a GmbH and an AG?
For each full calendar quarter it is 5% of one quarter of the form's statutory minimum capital, under § 24 Abs. 4 Z 1 KStG. Worked from that formula, a GmbH owes EUR 125 a quarter and an AG EUR 875 a quarter. Minimum tax paid above the actual corporate tax is credited in later years.
Is there still a reduced minimum tax for a new GmbH?
No. The reduced minimum tax for a company's first years was in § 24 Abs. 4 Z 3 KStG, which was repealed by BGBl. I Nr. 200/2023. A GmbH now owes the ordinary minimum tax in every year: 5% of one quarter of EUR 10,000, which is EUR 125 for each full calendar quarter.
Must a GmbH have its annual accounts audited?
Not always. Under § 268 Abs. 1 UGB the annual accounts of corporations are audited, except those of a small GmbH that is not required by law to have a supervisory board. A GmbH that must have a supervisory board under § 29 GmbHG, or that is not small, is audited. An AG's annual accounts are audited.
Can AG shares have no par value?
Yes. Under § 8 AktG an AG may issue par-value shares or no-par shares, but not both kinds in the same company. A par-value share must be at least EUR 1 or a multiple of it. In a GmbH the capital is made up of contributions instead, each at least EUR 70 under § 6 Abs. 1 GmbHG.
Related service
GmbH Formation in Austria. Forming an Austrian GmbH from abroad, under the GmbHG. See GmbH Formation in Austria.