GmbH Share Transfer in Austria (Notarial Deed)

It can. Under § 1 GrEStG, for tax liabilities arising after 30 June 2025, a share deal is taxable where at least 75 percent of the shares unite in one acquirer or acquirer group, directly or indirectly, or pass to new shareholders within seven years. The threshold was 95 percent before the 2025 reform.

The Federal Ministry of Finance lists two rates: 3.5 percent of the gemeiner Wert (fair market value) where the property belongs to an Immobiliengesellschaft (real-estate company, § 4 Abs. 4 GrEStG), and 0.5 percent of the Grundstückswert (property value) otherwise. The rules came with the Budgetbegleitgesetz 2025, BGBl. I Nr. 25/2025.

This page covers the transfer tax a share deal can trigger where the GmbH owns Austrian property. How a gain on the sale is taxed depends on the seller and is tax advice, which Austria reserves to a licensed Steuerberater. Whether any stamp duty applies beyond the notary's fee is checked for each transfer; we state no figure here.

Under § 1 Abs. 3 GrEStG the percentages at each level are multiplied, and a direct transaction takes priority over an indirect one. Acquirers count together as an Erwerbergruppe (acquirer group) when they are under unified management or the controlling influence of one person, including that person. Reorganisations under the Umgründungssteuergesetz within one group are not counted as indirect.

No. Under § 76 Abs. 2 GmbHG a transfer of GmbH shares between living persons requires a notarial deed (Notariatsakt), and so does any agreement obliging a shareholder to transfer a share in future. A FlexCo differs: its ordinary shares pass by a private deed drawn up by a notary or a lawyer.

Yes. The Supreme Court (OGH) holds in settled case law (RS0059900, most recently confirmed on 25 October 2017) that the form rule of § 76 GmbHG covers every transaction aimed at a future transfer of shares, and applies also to parties who are not yet shareholders when they sign. An obligation to take over a share needs the same form.

Yes. § 76 Abs. 2 GmbHG lets the articles make a transfer subject to further conditions, in particular the consent of the company, known as Vinkulierung. The transfer then depends on that consent as well as on the notarial deed. § 76 Abs. 4, on the execution sale of such a share, was repealed by BGBl. I Nr. 86/2021.

No. § 76 Abs. 3 GmbHG states that a notarial deed is not required for pledging a share. The notarial form of § 76 Abs. 2 attaches to transfers between living persons and to agreements obliging a shareholder to transfer a share in future, so the law treats a pledge differently from a sale.

Where offer and acceptance are made separately, OGH case law holds that the assignment of the share becomes effective only when the acceptance reaches the party who made the offer. Until then no transfer has taken place. The same decision confirms that an obligation to take over a share in future needs a notarial deed.

Ordinary FlexCo shares pass by a private deed drawn up by a notary or a lawyer, who checks that the transfer is admissible and who the parties are, and instructs both on the legal consequences (WKO). Unternehmenswert-Anteile need only written form (§ 9 Abs. 6 FlexKapGG). The change of form is covered under converting a GmbH into a FlexCo.

No statutory timeline is published for a share transfer, so we give no fixed duration. The sequence is fixed: the terms are agreed, the notarial deed is signed, and the Firmenbuch records the new shareholder once the deed is filed. Where the articles require the company's consent, that consent is part of the sequence.

Yes. OGH case law holds that a preliminary contract whose subject is the future conclusion of GmbH articles of association requires notarial form. The same decision applies the notarial form to an obligation to take over a share in future, so a promise to join a GmbH is caught as well as a promise to leave one.