GmbH Amendments in Austria: Articles, Capital, Directors, Seat
We prepare the resolution and updated articles for a change to your GmbH, and file it with the Firmenbuch.
- Three-quarters of the votes cast§ 50 GmbHG
- Filed by all managing directors§ 51 GmbHG
- Court fee EUR 70, capital change EUR 222from 1 August 2026
Every change to the articles starts with a shareholders' resolution.
What this service covers
The articles of an Austrian GmbH fix its firm, seat, objects, share capital and each shareholder's contribution. Changing any of them is an amendment: a shareholders' resolution carried by three-quarters of the votes cast (§ 50 GmbHG), recorded by a notary and filed with the Firmenbuch (companies register).
We prepare the resolution and the updated articles, coordinate the notarial deed and file the change, capital increases and reductions included. A ready-made GmbH changes its name, seat or objects the same way: see how buying a ready-made GmbH works.
What's included
The resolution and the updated articles
We draft the shareholders' resolution and the full, updated text of the articles that the Firmenbuch receives with it. Old founding-privilege clauses come out at the same time.
The vote and the notarial deed
The resolution needs three-quarters of the votes cast; a change to the objects clause needs unanimity unless the articles say otherwise. We coordinate the notarial deed that records it.
The Firmenbuch filing
All managing directors file the change together (§ 51 GmbHG). We assemble the filing and, for a capital increase, attach the subscription declarations in notarial or certified copy.
Who it is for
A GmbH changing its name, seat or managing directors
Name and seat sit in the articles, so changing either is an amendment of the articles. A new managing director is filed with the Firmenbuch together with the appointment resolution and a specimen signature.
A GmbH raising or reducing its share capital
An increase brings in new contributions by subscription and payment. A reduction may not go below EUR 10,000 or leave a contribution under EUR 70. The minimum is explained in how much capital a GmbH needs.
How an amendment works
No statutory timeline governs how long the court takes, so the steps carry no durations.
Pass the resolution
The shareholders resolve the change by three-quarters of the votes cast, or unanimously for the objects clause unless the articles say otherwise. The resolution is recorded as a notarial deed.
For a capital change, subscribe or call for claims
Existing shareholders have four weeks to take up new contributions pro rata (§ 52 GmbHG); each subscription is a notarial deed. A reduction needs a call-for-claims procedure (Aufgebotsverfahren).
File with the Firmenbuch
All managing directors file the notarised resolution with the full updated articles. An increase is filed once subscribed and paid (§ 53 GmbHG). The amendment is published in the Amtsblatt zur Wiener Zeitung.
How an amendment of the articles runs
- Pass the resolutionThree-quarters of the votes cast, § 50 Abs. 1; unanimity for the objects clause unless the articles say otherwise, § 50 Abs. 3; notarial deed
- Subscribe or call for claimsIncrease: four-week pre-emption right, § 52 Abs. 3, subscription as a notarial deed, § 52 Abs. 4. Reduction: call-for-claims procedure, § 54Capital change only
- File with the FirmenbuchAll managing directors, notarised resolution plus full updated articles, § 51; an increase once subscribed and paid, § 53
Not sure how this applies to your GmbH?
Send us your question before you commit to anything.
Documents you will need
- The current articles, so every clause the change touches is found
- The notarised shareholders' resolution amending the articles
- The full, updated text of the articles
- For a capital increase: each subscription declaration, as a notarial deed
- For a capital increase: the bank confirmation for cash contributions (§ 10a GmbHG, by analogy)
- For a new managing director: the appointment resolution and a specimen signature
- For a new name, where relevant: the WKO's opinion on the proposed name
- For a GmbH founded with the founding privilege: articles with those clauses deleted
Court fees for amendments (from 1 August 2026)
A filing pays an application fee (Eingabengebühr) plus a registration fee (Eintragungsgebühr). The registration fees below are those of the Court Fees Act, Tarifpost 10, in force from 1 August 2026 (BGBl. II Nr. 227/2026).
| Item | From 1 August 2026 |
|---|---|
| Any other amendment of the articles | EUR 70 |
| Capital increase or capital reduction | EUR 222 |
| Transformation under the UmwG or § 25 FlexKapGG | EUR 131 |
| Merger, demerger, squeeze-out | EUR 479 |
| Filing on paper instead of electronic legal communication | EUR 24 added to the application fee |
| Application fee | Due once per filing, even with several requests; owed whatever the outcome |
Source: Gerichtsgebührengesetz (Court Fees Act), Tarifpost 10, consolidated text in the Austrian Federal Legal Information System (RIS), amounts from 1 August 2026 per BGBl. II Nr. 227/2026.
Registration fees from 1 August 2026
Filing on paper instead of electronically adds EUR 24 to the application fee.
Ready to change your GmbH's articles?
Send us the change and the current articles; we set out the resolution, the deed and the filing.
Why work with us
Prepared and reviewed by the gmbh-austria.com team. Updated 28 September 2026.
From our practice. An amendment reaches further than the clause being changed. The court receives the full updated articles, and a GmbH founded with the old founding privilege must delete those clauses at its next amendment, so we read the whole current text first.
Related services
FAQ
How long does the Firmenbuch take to enter an amendment?
No statutory timeline governs how long the court takes, so we give no fixed duration. The order is fixed: the shareholders pass the resolution as a notarial deed, all managing directors file it with the full updated articles, and the court enters it. What can be controlled is a complete filing.
What does an amendment cost?
Our fee is quoted on request, once we have seen the articles and the change. The court fees are statutory: from 1 August 2026, EUR 70 for any other amendment of the articles and EUR 222 for a capital increase or reduction under the Court Fees Act, plus the application fee, due once per filing.
Do all shareholders have to agree to an amendment?
Not as a rule. Under § 50 Abs. 1 GmbHG an amendment of the articles needs a three-quarters majority of the votes cast. A change to the objects clause needs unanimity unless the articles provide otherwise (§ 50 Abs. 3 GmbHG). Either way, the resolution is recorded as a notarial deed.
Can a simple change like a new name be made without a notary?
No. Every amendment, including a capital increase, is filed by all managing directors with the notarised resolution and the full, updated text of the articles. For a capital increase each subscription declaration is a notarial deed as well (§ 52 Abs. 4 GmbHG), attached to the filing in notarial or certified copy.
What happens if the court finds a defect in the filing?
The court either issues an order to remedy (Verbesserungsauftrag) or rejects the application (Austrian Business Service Portal). The application fee is owed whatever the outcome, and a paper filing adds EUR 24 to it. The documents are therefore assembled and checked before anything is signed.
Is a change of shareholders an amendment of the articles?
A sale of shares is a share transfer, a separate procedure and a separate service, listed under Related services below. Holding shares through a nominee shareholder for an Austrian GmbH is a separate arrangement too. This page covers changes to the articles themselves: firm, seat, objects and share capital.
Is converting to a FlexCo an amendment?
It is treated separately. The Court Fees Act lists a transformation under the UmwG or § 25 FlexKapGG as its own item, EUR 131 from 1 August 2026, apart from the EUR 70 for any other amendment of the articles. Moving to a FlexCo is a change of legal form, a separate service.
Do existing shareholders get first call on new shares?
Yes, unless the articles or the increase resolution say otherwise. § 52 Abs. 3 GmbHG gives the existing shareholders four weeks from the day of the resolution to take over the new contributions in proportion to their current holdings. Each subscription is then made as a notarial deed under § 52 Abs. 4 GmbHG.
Must the new capital be paid in before the increase is filed?
Yes. Under § 53 GmbHG the increase is filed once the new capital is covered by subscriptions and the payment has been made. § 52 Abs. 6 applies the minimum-capital, contribution, cash-deposit and bank-confirmation rules of §§ 6, 6a, 10 and 10a GmbHG to the increase by analogy.
How far can the share capital be reduced?
Not below EUR 10,000, and a reduction by repayment or by waiving full payment may not take any contribution below EUR 70 (§ 54 GmbHG). A reduction also needs a call-for-claims procedure (Aufgebotsverfahren). How the minimum works is set out in how much capital a GmbH needs.
Our GmbH was founded with the founding privilege. Does that change anything?
Yes. The reform in force from 1 January 2024 lowered the minimum share capital to EUR 10,000 (it had been EUR 35,000) and abolished the founding privilege (Gründungsprivilegierung), as the WKO sets out. A GmbH still carrying those clauses must delete them the next time it amends its articles.
Can the seat be moved to any address in Austria?
The seat is a place, and § 5 Abs. 2 GmbHG requires it to be where the company has an operation, its management or its administration; a different seat is allowed only for good cause. The seat is part of the articles, so moving it follows the amendment procedure. See GmbH registered address in Vienna.
What is a GmbH in Austria?
The GmbH (Gesellschaft mit beschränkter Haftung, company with limited liability) is the Austrian company form governed by the GmbH Act (GmbHG). Its articles fix the firm, seat, objects, share capital and each shareholder's contribution. The share capital is at least EUR 10,000, each contribution at least EUR 70, and the company exists only once entered in the Firmenbuch.
Want your amendment set out?
Send the change you need and the current articles, or write to info@gmbh-austria.com; we reply with the resolution and filings required.