Same minimum capital, different flexibility
A GmbH and a FlexCo are both Austrian capital companies with a minimum share capital of EUR 10,000. The FlexCo (Flexible Kapitalgesellschaft) is governed by the FlexKapGG, BGBl. I Nr. 179/2023, and by GmbH law wherever that Act is silent. It allows EUR 1 contributions, enterprise-value shares and a lighter share-transfer form.
For the GmbH, § 6 Abs. 1 GmbHG sets the share capital (Stammkapital) at EUR 10,000 or more and each shareholder's contribution (Stammeinlage) at EUR 70 or more. The FlexCo takes the same EUR 10,000 minimum, because § 1 Abs. 2 FlexKapGG applies the GmbH rules where the FlexKapGG has none of its own. What changes is the contribution: under § 3 FlexKapGG a single contribution may be as low as EUR 1.
The cash paid in before registration follows the same pattern. A GmbH needs at least one quarter of each cash contribution, at least EUR 70 per contribution and at least EUR 5,000 in total (§ 10 Abs. 1 GmbHG). For a FlexCo, § 5 FlexKapGG sets the floor per cash contribution at one quarter, and in any event EUR 1. The figures behind how much capital a GmbH needs are set out in their own guide.
GmbH and FlexCo side by side, each row with the provision that sets it, as in force on 28 September 2026.
| Attribute | GmbH | FlexCo | Legal basis |
|---|---|---|---|
| Governing statute | GmbH Act (GmbHG) | FlexKapGG; GmbH law where it is silent | § 1 Abs. 2 FlexKapGG |
| Minimum share capital | EUR 10,000 | EUR 10,000 | § 6 Abs. 1 GmbHG, § 1 Abs. 2 FlexKapGG |
| Minimum contribution per shareholder | EUR 70 | EUR 1 | § 6 Abs. 1 GmbHG, § 3 FlexKapGG |
| Cash paid in per contribution before registration | One quarter, at least EUR 70; EUR 5,000 in total | One quarter, at least EUR 1 | § 10 Abs. 1 GmbHG, § 5 FlexKapGG |
| Enterprise-value shares | Not provided for | Below 25% of share capital, as low as EUR 0.01 each | § 9 FlexKapGG |
| Formation deed | Notarial deed, except simplified electronic founding | Notarial deed, except simplified electronic founding | § 4 Abs. 3 GmbHG, WKO |
| Transfer of ordinary shares | Notarial deed | Private deed drawn up by a notary or lawyer | § 76 Abs. 2 GmbHG, WKO |
| Transfer of enterprise-value shares | Not applicable | Written form | § 9 Abs. 6 FlexKapGG |
| Supervisory board | The § 29 GmbHG cases | The § 29 GmbHG cases, plus medium-sized companies under § 221 Abs. 2 and 4 UGB | § 6 FlexKapGG |
| Court fee, first registration, from 1 August 2026 | EUR 522 | EUR 522 | GGG TP 10 Z I |
Source: Austrian Federal Legal Information System, GmbH Act (GmbHG) §§ 4, 6, 10, 76, FlexKapGG §§ 1, 3, 5, 6, 9 and Court Fees Act (GGG) TP 10 Z I; Austrian Economic Chambers (WKO), Flexible Kapitalgesellschaft. Consulted September 2026.
Enterprise-value shares: the FlexCo's headline feature
Enterprise-value shares (Unternehmenswert-Anteile) are a share class created by § 9 FlexKapGG for employee participation. A FlexCo may issue them only in an amount that does not reach 25% of its share capital (§ 9 Abs. 1). On the statutory minimum of EUR 10,000, the class therefore stays below EUR 2,500.
A single enterprise-value contribution may be as low as EUR 0.01, and it must be paid in full when the share is taken up (§ 9 Abs. 2). The holders have no voting right, except on changes to their own class (§ 9 Abs. 4). They do share in the balance-sheet profit (Bilanzgewinn) and in liquidation proceeds, in proportion to the contributions they have paid in (§ 9 Abs. 3).
The holders are not entered individually in the Firmenbuch, the companies register. The register shows only aggregate amounts for the class. The company files a signed list of the holders' names and a list of their shares at incorporation, and afterwards within nine months of each balance-sheet date (§ 9 Abs. 6 and 8). Taking up or transferring an enterprise-value share needs only written form (§ 9 Abs. 6).
Enterprise-value shares within the share capital
Share capital: § 6 Abs. 1 GmbHG via § 1 Abs. 2 FlexKapGG. Enterprise-value shares: below 25% of it, § 9 Abs. 1 FlexKapGG.
Rights attached to enterprise-value shares
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Share transfer formality
In a GmbH, a transfer of shares between living persons needs a notarial deed (Notariatsakt) under § 76 Abs. 2 GmbHG. The same form applies to any agreement that obliges a shareholder to transfer a share in the future. The articles may add conditions, in particular the consent of the company (Vinkulierung). Pledging a share needs no notarial deed (§ 76 Abs. 3). The procedure is described on GmbH Share Transfer in Austria (Notarial Deed).
In a FlexCo, the form for ordinary shares is lighter. A private deed drawn up by a notary or a lawyer is enough, according to the Austrian Economic Chambers (WKO). The notary or lawyer checks that the transfer is admissible and who the parties are, and instructs both parties on the legal consequences. Enterprise-value shares need only written form.
The lighter form covers transfers, not formation. The articles of a FlexCo are still executed as a notarial deed, with the simplified electronic founding as the exception, as the WKO sets out. For a GmbH, § 4 Abs. 3 GmbHG requires the notarial deed and allows it to be executed electronically, using an electronic means of communication under § 69b of the Notary Code (Notariatsordnung).
Where GmbH law still applies to a FlexCo
Section 1 Abs. 2 of the FlexKapGG applies the provisions for GmbHs to the FlexCo wherever the FlexKapGG has no rule of its own. The FlexCo is therefore a GmbH-law company with a defined set of departures, not a separate code.
Three consequences follow directly. The minimum share capital is the GmbH figure of EUR 10,000. The management follows the GmbH rules: at least one managing director (Geschäftsführer), and only natural persons with legal capacity may be appointed (§ 15 Abs. 1 GmbHG). And the first registration costs the same court fee: from 1 August 2026, EUR 522 for a GmbH or a FlexCo, an application fee of EUR 47 plus a registration fee of EUR 475, under GGG TP 10 Z I as valorised by BGBl. II Nr. 227/2026.
Two departures sit outside the capital rules. The company name must contain "Flexible Kapitalgesellschaft" or "Flexible Company", abbreviated "FlexKapG" or "FlexCo" (§ 2 FlexKapGG). And a FlexCo must have a supervisory board (Aufsichtsrat) once it is at least a medium-sized company under § 221 Abs. 2 and 4 UGB, in addition to the cases in § 29 GmbHG (§ 6 FlexKapGG).
For the formation of the GmbH itself, see GmbH Formation in Austria. For forms outside Austria, the GmbH vs LLC guide sets the GmbH beside the US and UK companies; for a partnership with a GmbH as its general partner, see how a GmbH & Co KG works.
The FlexCo-only features, paragraph by paragraph
The FlexKapGG adds these provisions to the GmbH framework. Each applies to a FlexCo and has no counterpart in the GmbH Act.
Circular resolutions (§ 7)
Shareholders may pass resolutions in writing by circulation without every shareholder agreeing to that procedure, if the articles allow it.
Split voting (§ 8)
A shareholder may split its votes instead of casting them all one way, under § 8 FlexKapGG.
Enterprise-value shares (§ 9)
A non-voting employee-participation class below 25% of the share capital, with contributions as low as EUR 0.01.
Own shares (§ 15)
The FlexCo may acquire its own shares, a transaction the FlexKapGG regulates in § 15.
Conditional capital (§ 19)
The FlexCo can create conditional capital, a capital tool set out in § 19 FlexKapGG.
Authorised capital (§ 21)
The FlexCo can create authorised capital, a second capital tool, set out in § 21 FlexKapGG.
Convertible and profit-participating instruments (§ 22)
The FlexCo may issue convertible instruments and profit-participating instruments under § 22 FlexKapGG.
An added supervisory-board trigger (§ 6)
A duty rather than a tool: a supervisory board once the FlexCo is at least medium-sized under § 221 Abs. 2 and 4 UGB.
The statute offers these tools; whether a company uses any of them is decided in its articles by its shareholders.
From our practice. The differences between the two forms show up in the articles and in the filing calendar more than in the register entry. Circular resolutions without unanimous consent work only if a FlexCo's articles allow them, and a FlexCo with enterprise-value holders carries a recurring filing, the signed name and share list due within nine months of each balance-sheet date, that a GmbH does not have.
GmbH-law core, FlexKapGG additions
GmbH law (GmbHG): both forms
- Share capital at least EUR 10,000, § 6 Abs. 1
- Managing director: a natural person, § 15 Abs. 1
- Formation deed: notarial deed, § 4 Abs. 3; except simplified electronic founding
- First registration court fee EUR 522 from 1 August 2026, GGG TP 10 Z I
FlexCo additions (FlexKapGG)
- Contributions as low as EUR 1, § 3
- Enterprise-value shares below 25%, § 9
- Transfer of ordinary shares by private deed of a notary or lawyer
- Circular resolutions, § 7; split voting, § 8
- Own shares, § 15; conditional capital, § 19; authorised capital, § 21
- Convertible instruments, § 22
Where the FlexKapGG is silent, GmbH law applies to the FlexCo (§ 1 Abs. 2 FlexKapGG).
Converting a GmbH into a FlexCo
The two forms are not a one-way choice. Under § 25 FlexKapGG a GmbH can be converted into a FlexCo, and a FlexCo into a GmbH; § 26 FlexKapGG covers conversion into or from an AG.
The court fee for registering a transformation under § 25 FlexKapGG is EUR 131 from 1 August 2026 (GGG TP 10 Z I). The steps to convert a GmbH to a FlexCo are set out on the service page.
Sources
The rules on this page are taken from these official sources, consulted in September 2026:
- Austrian Federal Legal Information System (RIS), FlexKapGG, BGBl. I Nr. 179/2023: consolidated text, § 3, § 5, § 9 and § 25.
- Austrian Federal Legal Information System (RIS), GmbH Act (GmbHG): § 4, § 6, § 10, § 15 and § 76.
- Austrian Federal Legal Information System (RIS), Court Fees Act (GGG), Tarifpost 10, amounts in force from 1 August 2026 (BGBl. II Nr. 227/2026).
- Austrian Economic Chambers (WKO), Flexible Kapitalgesellschaft: the transfer form of FlexCo shares and the formation deed.
FAQ
What is the difference between a GmbH and a FlexCo?
Both are Austrian capital companies with a minimum share capital of EUR 10,000. The FlexCo, governed by the FlexKapGG and by GmbH law where that Act is silent, allows contributions of EUR 1 instead of EUR 70, enterprise-value shares below 25% of the capital, and share transfers by a private deed drawn up by a notary or a lawyer.
What is a FlexCo?
A FlexCo, or Flexible Kapitalgesellschaft, is an Austrian capital company under the Flexible-Kapitalgesellschafts-Gesetz (FlexKapGG), BGBl. I Nr. 179/2023. Where the FlexKapGG is silent, GmbH law applies. Its name must contain "Flexible Kapitalgesellschaft" or "Flexible Company", or the abbreviation "FlexKapG" or "FlexCo". Like a GmbH, it is registered in the Firmenbuch.
What is a GmbH in Austria?
A GmbH is the Austrian limited liability company, governed by the GmbH Act (GmbHG) and entered in the Firmenbuch. Its share capital must be at least EUR 10,000, and each shareholder's contribution at least EUR 70. Only the company is liable with its assets; shareholders owe only the contributions they subscribed. One person can form it alone.
What does "GmbH" stand for?
GmbH stands for Gesellschaft mit beschränkter Haftung, a company with limited liability. In Austria the form is governed by the GmbH Act (GmbHG). The FlexCo is built on it: where the FlexKapGG does not regulate a point, the GmbH rules apply to the FlexCo as well, including the EUR 10,000 minimum share capital.
Does a FlexCo need less share capital than a GmbH?
No. Both need a share capital of at least EUR 10,000: the GmbH under § 6 Abs. 1 GmbHG, the FlexCo because § 1 Abs. 2 FlexKapGG applies that GmbH rule. What differs is the smallest contribution one shareholder may take on: EUR 70 in a GmbH, EUR 1 in a FlexCo under § 3 FlexKapGG.
How much must be paid in before registration?
In a GmbH, § 10 Abs. 1 GmbHG requires at least one quarter of each cash contribution, at least EUR 70 per contribution and at least EUR 5,000 in total. In a FlexCo, § 5 FlexKapGG sets the floor per cash contribution at one quarter and in any event EUR 1. Enterprise-value contributions are paid in full on subscription.
What are enterprise-value shares?
Enterprise-value shares (Unternehmenswert-Anteile) are an employee-participation share class of the FlexCo under § 9 FlexKapGG. They must stay below 25% of the share capital, may be as low as EUR 0.01 and are paid in full on subscription. Holders share in profit and liquidation proceeds but vote only on changes to their own class.
Are enterprise-value shareholders listed in the Firmenbuch?
Not individually. Under § 9 Abs. 6 FlexKapGG the Firmenbuch shows only aggregate amounts for the class. The company files a signed list of the holders' names and a list of their shares at incorporation, and afterwards within nine months of each balance-sheet date (§ 9 Abs. 8). The names sit in the filed list, not in the register entry.
Does a GmbH share transfer always need a notarial deed?
A transfer of GmbH shares between living persons needs a notarial deed under § 76 Abs. 2 GmbHG, and so does an agreement to transfer a share in the future. Settled OGH case law (RS0059900) applies the form rule to every agreement aimed at a future transfer, including by non-shareholders. Pledging a share needs no notarial deed.
How are FlexCo shares transferred?
Ordinary FlexCo shares pass by a private deed drawn up by a notary or a lawyer, instead of a notarial deed. The notary or lawyer checks that the transfer is admissible and who the parties are, and instructs both on the legal consequences. Enterprise-value shares need only written form under § 9 Abs. 6 FlexKapGG.
Can a FlexCo be formed without a notarial deed?
Generally not. The articles of a FlexCo are still executed as a notarial deed (Notariatsakt), as for a GmbH under § 4 Abs. 3 GmbHG; the exception is the simplified electronic founding. The notarial deed itself may be executed electronically, using an electronic means of communication under § 69b of the Notary Code (Notariatsordnung).
What are the court fees for registering a GmbH or a FlexCo?
From 1 August 2026 a first registration of a GmbH or a FlexCo costs EUR 522 in court fees: an application fee of EUR 47 and a registration fee of EUR 475, under GGG TP 10 Z I as valorised by BGBl. II Nr. 227/2026. A paper filing instead of electronic legal communication adds EUR 24.
Can a GmbH be converted into a FlexCo?
Yes. Under § 25 FlexKapGG a GmbH can be converted into a FlexCo, and a FlexCo into a GmbH; § 26 FlexKapGG covers conversion into or from an AG. The court fee for registering a transformation under § 25 FlexKapGG is EUR 131 from 1 August 2026, under GGG TP 10 Z I.
Related service
Converting a GmbH to a FlexCo. For an existing GmbH moving to the FlexCo form under § 25 FlexKapGG: Converting a GmbH to a FlexCo or AG in Austria.
The GmbH itself. The legal form both companies are built on: What Is a GmbH? The Austrian Limited Liability Company Explained.