What is a GmbH?
A GmbH is Austria's limited liability company: a company with its own legal personality, formed under the Austrian GmbH Act (GmbHG) and entered in the Firmenbuch, the companies register. Its minimum share capital is EUR 10,000 under § 6 GmbHG. Only the company's assets are liable to its creditors (§ 61 Abs. 2 GmbHG); each shareholder owes the contribution they subscribed.
The legal basis: the GmbHG
The GmbH rules on this page come from the Austrian GmbH Act (GmbHG), consolidated in the Austrian Federal Legal Information System (RIS). The 2024 reform and joint representation are cited from the guide for business owners of the Austrian Economic Chambers (WKO).
Other legal systems use the letters GmbH for their own company forms. None of the Austrian figures on this page carries across to them.
A GmbH exists as a legal person once it is entered in the Firmenbuch (companies register). The steps to that entry are summarised on the detailed GmbH formation page, and the formation process in Austria has its own step-by-step guide. No statutory timeline is published for the procedure.
A GmbH bought ready-made is the same legal form under the same Act; see our current list of shelf GmbHs.
The GmbHG in six provisions
Formation and capital
Paying in and management
Minimum capital and how it is paid in
The minimum share capital (Stammkapital) of an Austrian GmbH is EUR 10,000, and each shareholder's contribution (Stammeinlage) must be at least EUR 70 (§ 6 Abs. 1 GmbHG). With several shareholders, the capital is divided into their contributions, and no contribution may fall below EUR 70.
At least half of the share capital must be raised through cash contributions paid up in full (§ 6a Abs. 1 GmbHG). The statute sets the cash share as a floor; how the remainder may be raised is covered in the guide to the GmbH's minimum share capital.
Not all of the cash has to be in place before the company is registered. 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 across all cash contributions together. The three conditions apply at once. With the minimum capital of EUR 10,000 raised entirely in cash, a quarter of each contribution adds up to less than EUR 5,000, so the EUR 5,000 total is the condition that sets the amount.
These figures date from the reform effective 1 January 2024, which lowered the minimum share capital to EUR 10,000 (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.
From our practice. The figure founders usually hear first is the minimum share capital. The cash that must be paid in before registration is a separate figure, set by a separate paragraph. Reading § 6 and § 10 together, rather than either one alone, gives the amount a founder needs at the start.
The Austrian GmbH in figures, as the GmbH Act and the 2024 reform set them.
| Rule | Figure | Legal basis |
|---|---|---|
| Minimum share capital (Stammkapital) | EUR 10,000 | § 6 Abs. 1 GmbHG |
| Minimum contribution per shareholder (Stammeinlage) | EUR 70 | § 6 Abs. 1 GmbHG |
| Capital raised by cash contributions | At least half, fully paid up | § 6a Abs. 1 GmbHG |
| Cash paid in before registration, per cash contribution | At least one quarter, and at least EUR 70 | § 10 Abs. 1 GmbHG |
| Cash paid in before registration, in total | At least EUR 5,000 | § 10 Abs. 1 GmbHG |
| Minimum share capital before 1 January 2024 | EUR 35,000 | 2024 reform (WKO) |
| Managing directors | At least one, a natural person with legal capacity | § 15 Abs. 1 GmbHG |
| Disqualification | Over six months' imprisonment: barred for three years | § 15 Abs. 1a, 1b GmbHG |
Source: Austrian Federal Legal Information System, GmbH Act (GmbHG), §§ 6, 6a, 10, 15; Austrian Economic Chambers (WKO), GmbH guide. Consulted September 2026.
Liability: what shareholders actually risk
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 the company's debts, only the company's assets are liable to its creditors (§ 61 Abs. 2 GmbHG). A creditor of the GmbH looks to the GmbH, not to its shareholders.
What the shareholder does owe is the subscribed contribution, in full. Each shareholder must pay it in as the articles and valid resolutions require, and the obligation cannot be waived or deferred for an individual shareholder (§ 63 GmbHG). A shareholder who paid in one quarter of a cash contribution to meet § 10 GmbHG still owes the remainder.
The liability of the people who run the company is a separate subject, covered in the guide to a managing director's duties.
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Who has to run a GmbH?
Every GmbH must have at least one managing director (Geschäftsführer), and only natural persons with legal capacity may be appointed (§ 15 Abs. 1 GmbHG).
The Act bars some people from the office. A person convicted to more than six months' imprisonment for one of the listed offences, among them fraud, money laundering, tax fraud and fraudulent bankruptcy, may not act as managing director for three years after the conviction becomes final. A foreign conviction for a comparable offence counts in the same way (§ 15 Abs. 1a and 1b GmbHG).
Unless the articles provide otherwise, a GmbH with several managing directors is represented by all of them jointly (Gesamtvertretung, joint representation) (Austrian Economic Chambers). A different arrangement, such as one director signing alone, has to be written into the articles.
In urgent cases the court may appoint a managing director, and § 15a Abs. 2 GmbHG states that this also applies where no managing director has their habitual residence in Austria ("auch, wenn kein Geschäftsführer seinen gewöhnlichen Aufenthalt im Inland hat"). The Act therefore addresses the case of a GmbH whose managing directors all live outside Austria.
What the office involves, and the service for founders who need a director, are described on the detailed managing director page.
Can one person own and run a GmbH?
Yes, one person can form a GmbH. Where the company is set up by a single founder, the articles of association (Gesellschaftsvertrag) are replaced by a unilateral Erklärung über die Errichtung der Gesellschaft, a declaration of establishment (§ 3 Abs. 2 GmbHG). The same minimum share capital of EUR 10,000 applies under § 6 GmbHG.
Running the company is a separate question from owning it. A sole owner can hold the office of managing director only if they meet the conditions of § 15 GmbHG: a natural person with legal capacity, not barred by a disqualifying conviction.
A single-member GmbH is otherwise a GmbH like any other: a separate legal person once entered in the Firmenbuch, and its owner's exposure is the subscribed contribution.
Trading in one's own name, as a sole trader (Einzelunternehmen), is set against the GmbH in the GmbH vs Einzelunternehmen guide.
How does a GmbH compare to other forms?
Two other Austrian capital companies rest on statutes of their own. The FlexCo is governed by the FlexKapGG, BGBl. I Nr. 179/2023; GmbH law applies wherever that Act is silent, and contributions may be as low as EUR 1 (§ 3 FlexKapGG). The AG has its own legal personality, and its shareholders are not personally liable for its debts (§ 1 AktG); it needs a minimum share capital of EUR 70,000 (§ 7 AktG) and always has a supervisory board (§ 86 Abs. 1 AktG).
Three Austrian capital companies side by side, each under its own statute.
| Form | Statute | Minimum capital | Liability for company debts | Notable feature |
|---|---|---|---|---|
| GmbH | GmbHG | EUR 10,000 (§ 6 Abs. 1) | Only the company's assets (§ 61 Abs. 2) | Contributions at least EUR 70; one founder possible |
| FlexCo | FlexKapGG, BGBl. I Nr. 179/2023 | EUR 10,000 (§ 6 Abs. 1 GmbHG via § 1 Abs. 2 FlexKapGG) | GmbH law applies where FlexKapGG is silent | Contributions at least EUR 1; at least one quarter, at least EUR 1, paid in |
| AG | AktG | EUR 70,000 (§ 7 AktG) | Only the company; shareholders not personally liable (§ 1 AktG) | Supervisory board of at least three natural persons always required (§ 86 Abs. 1 AktG) |
Source: Austrian Federal Legal Information System: GmbHG §§ 6, 61; FlexKapGG §§ 1, 3, 5; AktG §§ 1, 7, 86. Austrian Economic Chambers (WKO), FlexCo guide. Consulted September 2026.
No Austrian figure applies to the forms below; only their legal system and governing law are named.
Same name or same idea, separate statutes.
| Form | Legal system | Governing law |
|---|---|---|
| GmbH | Germany | Its own national statute |
| GmbH | Switzerland | Its own national statute |
| LLC | United States | Law of the state of formation |
| Ltd | UK and other common-law systems | Their own company legislation |
Two Austrian forms are compared with the GmbH in their own guides: how a GmbH differs from an AG in Austria, and the FlexCo in FlexCo vs GmbH. The GmbH also appears inside another structure, the GmbH & Co KG; what a GmbH & Co KG is has a guide of its own.
Is a GmbH the same as an LLC?
No. A GmbH and an LLC are separate legal forms created by separate legal systems. The Austrian GmbH exists under the GmbHG; an LLC, a limited liability company, exists under the law of the US state where it is formed. The two share an idea, limited liability for their owners, and not a statute.
In both, the company is a person distinct from its owners and the owners' risk is capped. Under Austrian law that cap is the subscribed contribution.
On the Austrian side the detail is fixed by statute: a minimum share capital of EUR 10,000 (§ 6), at least EUR 5,000 in cash paid in before registration (§ 10) and managing directors who are natural persons (§ 15 GmbHG). None of it carries across to an LLC, and no LLC rule carries across to a GmbH.
The same holds for the Ltd: the name describes the same idea under a different body of law. How a US tax authority classifies an Austrian GmbH is a question of US tax law and is outside this page.
One idea, separate statutes
Austrian GmbH (GmbHG)
- EUR 10,000 minimum share capital, § 6
- EUR 5,000 at least in cash before registration, § 10
- At least one managing director, a natural person, § 15
- Legal person from the Firmenbuch entry
Shared idea
- The company is a person distinct from its owners
- The company is liable with its own assets
- The owners' risk is limited
LLC / Ltd (own law)
- Share capital: set by its own statute
- Cash paid in: set by its own statute
- Management: set by its own statute
- Formation: set by its own statute
What does GmbH stand for?
GmbH stands for Gesellschaft mit beschränkter Haftung. Word for word: Gesellschaft, company; mit, with; beschränkter, limited; Haftung, liability. In English, a company with limited liability.
The name states the form's central rule: only the company's assets are liable to its creditors (§ 61 Abs. 2 GmbHG).
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, § 6, § 6a, § 10, § 15, § 15a, § 61 and § 63.
- Austrian Federal Legal Information System (RIS), FlexCo Act (FlexKapGG), § 3, and Stock Corporation Act (AktG), § 1, § 7 and § 86.
- Austrian Economic Chambers (WKO), Gesellschaft mit beschränkter Haftung (GmbH): the 2024 capital reform, the founding privilege and joint representation.
FAQ
Is a GmbH a corporation?
In the sense of a company with its own legal personality, yes. An Austrian GmbH exists as a legal person once it is entered in the Firmenbuch, the companies register, and only the company is liable with its assets. How a foreign legal system labels it, as a corporation or otherwise, is decided by that system's own law.
Is a GmbH a legal person separate from its owners?
Yes. Under § 61 Abs. 1 GmbHG the GmbH has its own rights and duties: it can own property, including land, and sue and be sued in its own name. Under § 61 Abs. 2 only the company's assets are liable to its creditors. Each shareholder owes the company the contribution they subscribed, paid in full under § 63 GmbHG.
Is a GmbH a company?
Yes. The GmbH is a company form of Austrian law, governed by the GmbH Act (GmbHG). It has share capital of at least EUR 10,000 under § 6 GmbHG, at least one managing director, and shareholders whose liability is limited to their subscribed contributions. One person is enough to form it.
Is a GmbH a limited company?
Yes, and the name says so: Gesellschaft mit beschränkter Haftung means company with limited liability. Only the company is liable with its assets, and each shareholder owes only the contribution they subscribed, at least EUR 70 per contribution under § 6 GmbHG. The minimum share capital of the company as a whole is EUR 10,000.
Is a GmbH a private company?
Yes. The GmbH is Austria's private limited company form. It is owned by the shareholders who subscribe its capital, can be formed by a single person under § 3 Abs. 2 GmbHG, and is run by one or more managing directors who must be natural persons. The AG is a different Austrian form with its own statute.
Is a GmbH a public company?
No. The GmbH is a private limited company form, and its capital is made up of the contributions its shareholders subscribe, each at least EUR 70 under § 6 GmbHG. The AG is a separate Austrian form under the AktG, with a minimum share capital of EUR 70,000 under § 7 AktG.
Is a GmbH a corporation for US tax purposes?
That is a question of US tax law, and this page does not answer it. The rules stated here come from the Austrian GmbH Act, which governs how a GmbH is formed, capitalised and managed in Austria. Under Austrian law the GmbH is a legal person, and only the company is liable with its assets.
Is a GmbH a corporation or an LLC?
Neither label fits exactly, because both come from other legal systems. The GmbH is its own form under the Austrian GmbHG: a legal person with share capital of at least EUR 10,000, liability limited to the company's assets, and managing directors who must be natural persons. It shares the idea of limited liability with an LLC, not its statute.
Is a GmbH an LLC?
No. An LLC is a limited liability company formed under the law of a US state; a GmbH is formed under the Austrian GmbHG. Both limit the owners' liability, which is why the two are compared, but the rules on capital, management and formation come from each form's own statute and do not carry across.
Is GmbH the same as Ltd?
Not the same, though the idea is close. Ltd denotes a private limited company in the UK and other common-law systems, each under its own company legislation. The Austrian GmbH has statutory figures of its own: EUR 10,000 minimum share capital under § 6 GmbHG and at least EUR 5,000 in cash paid in before registration under § 10 GmbHG.
How many shareholders does a GmbH need?
One is enough. Under § 3 Abs. 2 GmbHG a single person can form a GmbH, and the articles of association are then replaced by a declaration of establishment. With several shareholders, the share capital of at least EUR 10,000 is divided among their contributions, and each contribution must be at least EUR 70 under § 6 GmbHG.
What is GmbH short for?
GmbH is short for Gesellschaft mit beschränkter Haftung, German for company with limited liability. In Austria the form is governed by the GmbH Act (GmbHG). The name reflects its core rule: the company alone is liable with its assets, and each shareholder owes the company only the contribution they subscribed.
Does GmbH mean the same thing in every country?
The abbreviation does; the rules do not. GmbH names a company with limited liability wherever it is used, but each legal system sets its own figures in its own statute. Everything on this page is Austrian law under the GmbHG, such as the EUR 10,000 minimum share capital, and it does not carry across to a GmbH formed elsewhere.
Related service
Managing Director for an Austrian GmbH. Every GmbH needs at least one managing director under § 15 GmbHG. See the detailed managing director page.
GmbH vs LLC and Ltd. Read GmbH vs LLC and Ltd: What Foreign Founders Should Know.