GmbH vs LLC and Ltd: What Foreign Founders Should Know

The short answer: similar liability, different everything else

An Austrian GmbH, a UK private company limited by shares (Ltd) and a Delaware LLC share one idea, limited liability: in a GmbH, only the company's assets answer to its creditors (§ 61 Abs. 2 GmbHG). The GmbH differs in how it is formed and funded: a notarial deed or the § 9a electronic route, and EUR 10,000 of share capital (§ 6 GmbHG).

Each form belongs to its own legislature: the GmbH to the Austrian GmbH Act (GmbHG), the Ltd to the UK Companies Act 2006, the LLC to the Delaware LLC Act in Title 6 of the Delaware Code. The table sets the rules compared on this page side by side, each with the provision it comes from, as they stand on 28 September 2026. It compares company law; it does not say which form suits a founder.

The GmbH, the UK Ltd and the Delaware LLC side by side, each rule with the provision it comes from, as at 28 September 2026.

What do a GmbH and an LLC/Ltd actually share?

Limited liability, stated three times in three statutes. For the GmbH, § 61 GmbHG says the company has its own rights and duties as such: it can own property, including land, and sue and be sued in its own name (Abs. 1). For its debts, only the company's assets are liable to its creditors (Abs. 2).

What a shareholder owes is the contribution they subscribed. Under § 63 GmbHG each shareholder must pay that contribution in full, as the articles and valid resolutions require, and the obligation cannot be waived or deferred for an individual shareholder. The Austrian Economic Chambers (WKO) sum it up in their guide to the GmbH: only the company is liable with its assets, and the shareholders owe only their subscribed contributions.

The UK Companies Act 2006 describes the same shape in its own words. A company whose members' liability is limited to the amount, if any, unpaid on the shares they hold is a company "limited by shares" (section 3(2)).

The Delaware provision is worded differently. The debts, obligations and liabilities of an LLC are solely those of the company, and no member or manager is obligated personally for them solely by reason of being a member or acting as a manager (6 Del. C. § 18-303(a)).

The shared idea is real, and each statute states it with its own limits and its own qualifiers. The Austrian side is set out in full in what a GmbH is and how it compares to an LLC. The comparison with Austria's stock corporation is in GmbH vs AG, and structures that pair a GmbH with a partnership are in the GmbH & co KG explained guide.

Formation: notarial deed vs a simple filing

An Austrian GmbH has two routes into the Firmenbuch (companies register). On the standard route the articles take the form of a notarial deed (Notariatsakt): the simplified route of § 9a GmbHG is expressly a departure from that form, which § 4 Abs. 3 otherwise requires. Where one person founds the company, a declaration of establishment (Erklärung über die Errichtung der Gesellschaft) replaces the articles (§ 3 Abs. 2 GmbHG).

The § 9a route, the electronic founding (eGründung), has four conditions. The only shareholder is a natural person who is also the sole managing director; the share capital is exactly EUR 10,000, of which EUR 5,000 is paid in cash; and a bank provides the identity check and the confirmation. The declaration then needs no notarial deed: it is made electronically in a way that identifies the shareholder beyond doubt, and the Firmenbuch application needs no certified form.

The bank checks the founder's identity in person against an official photo ID under § 6 FM-GwG, even for an existing customer, and takes a specimen signature. After a waiver of banking secrecy it sends the bank confirmation, the ID copy and the specimen signature directly and electronically to the Firmenbuch, where they count as originals. Both routes are described on the page on GmbH formation from abroad; the electronic one has a page of its own.

A UK company is formed by one or more persons subscribing their names to a memorandum of association and complying with the registration requirements (Companies Act 2006, section 7(1)). The Companies House fees table, read on 28 September 2026, puts incorporation at GBP 100 online or by software and GBP 124 on paper; same-day incorporation by software is GBP 156.

A Delaware LLC is formed by one or more authorized persons executing a certificate of formation, filed with the Secretary of State, that states the LLC's name, its registered office and its registered agent. The LLC is formed when the certificate is filed, or at a later date the certificate states (6 Del. C. § 18-201). No notarial deed appears in either the UK or the Delaware provision; the GmbH's extra formality sits in its founding act.

Capital: EUR 10,000 vs no minimum in the sections cited

Of the three forms, only the GmbH carries a minimum capital in the provisions compared here. § 6 GmbHG sets the share capital (Stammkapital) at EUR 10,000 at least, and each shareholder's contribution (Stammeinlage) at EUR 70 at least.

Part of it has to be paid in before the company is registered. Under § 10 Abs. 1 GmbHG 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 before registration. On the § 9a route the figures are fixed: EUR 10,000 of capital, EUR 5,000 of it in cash.

The EUR 10,000 figure is recent. The reform in force from 1 January 2024 lowered the minimum, which had been EUR 35,000, and abolished the old founding privilege (Gründungsprivilegierung), as the WKO guide records. Existing founding-privileged GmbHs must delete those clauses when they next amend their articles.

In the UK Companies Act 2006, the authorised minimum of GBP 50,000, or the prescribed euro equivalent, is defined for the allotted share capital of a public company (section 763); that section sets no such minimum for a private company. The Delaware certificate of formation states a name, a registered office and a registered agent under § 18-201; capital is not among its contents.

How the Austrian capital is paid in and confirmed by the bank is explained step by step in the GmbH share capital guide.

Tax treatment is not the same question

Limited liability is a rule of company law, and so is everything compared above. None of the provisions on this page says how a company or its owners are taxed, and a likeness in liability says nothing about a likeness in tax.

The Austrian rules, starting with the GmbH's corporate income tax, have a guide of their own. Applying them to a particular company is tax advice, which in Austria is reserved to licensed professions: a licensed tax adviser (Steuerberater) does that work.

How the United States or the United Kingdom taxes an LLC, a Ltd, or an Austrian GmbH owned from there is a matter of that country's tax law. This page does not cover it, and nothing on it is a statement about it.

Is a GmbH a corporation, for US tax purposes?

Austrian law does not answer that question, so this page does not either. What Austrian law does say is that a GmbH has its own rights and duties as such, can own property and can sue and be sued in its own name (§ 61 Abs. 1 GmbHG).

How the United States classifies a foreign company for its own taxes is a question of US tax law, for a tax adviser qualified there. Two points hold on the Austrian side whatever the answer. The GmbH is a company formed under the GmbHG and entered in the Firmenbuch. And nothing in Austrian law makes it an LLC: the words "limited liability company" name a shared idea, not a shared legal form.

From our practice

Founders who have set up an LLC or a Ltd before tend to expect a formation that is one filing. The two GmbH steps they ask about first are the founding act, a notarial deed or the bank-supported § 9a declaration, and the cash that must be paid in before the Firmenbuch registers the company.

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: § 3 (one-person formation), § 6 (minimum capital), § 9a (simplified electronic formation), § 10 (cash paid in before registration), § 15 (managing directors), § 61 (legal personality, liability), § 63 (paying in contributions).
• Austrian Economic Chambers (WKO), the GmbH: the 2024 capital reform, liability, joint representation.
• UK legislation, Companies Act 2006: section 3, section 7, section 154, section 763.
• GOV.UK, Companies House fees, section 1 (incorporation), read on 28 September 2026.
• Delaware Code, Title 6, Chapter 18: § 18-201 (certificate of formation) and § 18-303 (liability to third parties).

FAQ

Related service

GmbH Formation in Austria. Forming an Austrian GmbH as a non-resident founder, by notarial deed or on the § 9a route. See GmbH formation from abroad.