GmbH & Co KG Formation in Austria

No natural person, as long as the GmbH is the only general partner. The GmbH is liable with its assets, and its shareholders owe only their subscribed contributions. Each limited partner is liable up to the registered Haftsumme (§ 161 Abs. 1 UGB), and that direct liability is excluded once the contribution has been paid (§ 171 Abs. 1 UGB).

Only the GmbH. Its articles need the form of a notarial deed, which may be executed electronically using an electronic means of communication (§ 4 Abs. 3 GmbHG). A proxy signing for a founder needs a special, notarially certified power of attorney for that one transaction. The KG partnership agreement has no prescribed form.

From 1 August 2026 (BGBl. II Nr. 227/2026), the GmbH's first registration costs EUR 522: an EUR 47 application fee plus an EUR 475 registration fee. The KG's first registration costs EUR 216: EUR 47 plus EUR 169. Filing on paper instead of electronically adds EUR 24 to the application fee (TP 10 Z I GGG).

Yes, for a qualifying new business: § 1 Z 3 NeuFöG removes court fees for Firmenbuch entries under TP 10 Z I GGG. The NeuFö 2 declaration is produced before or with the claim, with a WKO consultation confirmation. The fees are also waived if the form reaches the court within 14 days of an application expressly claiming the relief.

Under § 2 NeuFöG: a genuinely new operational structure, an owner who has not previously controlled a comparable business, no mere change of legal form, no mere change of owner of an existing business, and no expansion by absorbing existing businesses in the first twelve months. A declaration produced late does not trigger a refund.

No statute sets a duration for either registration, so we state none. The court examines each application; if a file is defective, it issues a Verbesserungsauftrag (order to remedy) or rejects the application. For the GmbH, obtaining a WKO opinion on the proposed name and filing it with the court may speed the process up.

Book III of the UGB applies to the KG, because no unlimitedly liable partner is a natural person (§ 189 Abs. 1 Z 2 lit. b UGB), and to the GmbH as a corporation (§ 189 Abs. 1 Z 1). The books and annual accounts are prepared by a licensed Bilanzbuchhalter or Steuerberater. We do not offer that work.

No. Tax advice in Austria is reserved to licensed tax advisers, so we do not describe the income-tax treatment of the KG or its partners. A licensed Steuerberater answers that question. We handle the formation itself: the GmbH general partner, the KG partnership agreement and both Firmenbuch filings.

The GmbH comes into existence only on its entry in the Firmenbuch, and the KG names it as general partner. So the GmbH is entered first and the KG application follows. Each filing carries its own court fee from 1 August 2026: EUR 522 for the GmbH and EUR 216 for the KG.

EUR 10,000 share capital, each contribution at least EUR 70 (§ 6 Abs. 1 GmbHG), at least half raised by fully paid cash contributions (§ 6a Abs. 1). Before registration, at least a quarter of each cash contribution, at least EUR 70 each and at least EUR 5,000 in total must be paid in (§ 10 Abs. 1).

Only natural persons with legal capacity (§ 15 Abs. 1 GmbHG). A person sentenced to more than six months' imprisonment for listed offences, such as fraud, is disqualified for three years after the conviction becomes final, foreign convictions included. If no managing director lives in Austria, the court may appoint one in urgent cases (§ 15a Abs. 2).

A company with limited liability: only the company is liable with its assets, and the shareholders owe only their subscribed contributions. It needs EUR 10,000 share capital, each contribution at least EUR 70 (§ 6 Abs. 1 GmbHG), and at least one managing director. A single person may form it, by a declaration of establishment.

A corporation (Kapitalgesellschaft). It comes into existence only on its entry in the Firmenbuch, it is liable for its debts with its own assets, and as a corporation it falls under Book III of the UGB whatever its turnover (§ 189 Abs. 1 Z 1 UGB). In a GmbH & Co KG it is the KG's unlimitedly liable partner.

It names a limited partnership (KG) whose general partner is a GmbH. In a KG one group of partners, the Komplementäre, is liable without limit, and the other, the Kommanditisten, only up to a registered Haftsumme (§ 161 Abs. 1 UGB). In an OG, by contrast, no partner's liability towards creditors is limited (§ 105 UGB).