Converting a GmbH to a FlexCo or AG in Austria
We draft the conversion resolution for your GmbH and file it with the Firmenbuch.
- Resolution under § 25 FlexKapGG
- Court fee EUR 131from 1 August 2026
- The same company continues
A conversion starts with one resolution of the general meeting.
What this service covers
A GmbH becomes a FlexCo (Flexible Kapitalgesellschaft, flexible company) by a resolution of its general meeting under § 25 FlexKapGG. The resolution follows the GmbHG rules for amending the articles and fixes the new name. Once the Firmenbuch (companies register) enters the conversion, the same company carries on as a FlexCo.
We review the articles, draft the resolution and file the conversion. The two forms are set side by side in the GmbH and FlexCo compared; the vote and procedure for a change to the articles are explained under amending the GmbH's articles.
What's included
A review of the current articles
We read the articles in full and list every amendment the FlexCo form needs, including the deletion of old founding-privilege clauses where the GmbH still carries them.
The resolution and the new name
We draft the general meeting's resolution. It sets the company's new name and the further amendments of the articles the conversion needs (§ 25 Abs. 3 FlexKapGG).
The Firmenbuch filing
We assemble the filing and submit it electronically. From the registration the company continues as a FlexCo; nothing is formed anew.
Mergers and a change to an AG, on request
We also handle mergers and the change of a GmbH to an AG on request. The court's registration fee for a merger is EUR 479 from 1 August 2026.
Who it is for
A GmbH bringing staff into the equity
Only a FlexCo can issue enterprise-value shares (Unternehmenswert-Anteile): together under 25 % of the share capital, without a vote, with a share of the profit (§ 9 FlexKapGG).
A GmbH that wants the FlexCo's capital tools
Authorised capital (§ 21), conditional capital (§ 19), the acquisition of own shares (§ 15) and convertible or profit-participating instruments (§ 22) are FlexKapGG provisions.
Shareholders who want lighter formalities
Written circular resolutions without every shareholder's consent where the articles allow (§ 7), split voting (§ 8), and share transfers by a private deed drawn up by a notary or an attorney.
How a conversion works
The statute fixes the order of the steps, not their duration, so none is given here.
Review the articles
We read the current articles against the FlexKapGG and list what the new form needs: the new name, any founding-privilege clauses, and provisions for the FlexCo features the shareholders intend to use.
Pass the conversion resolution
The general meeting resolves the conversion under the GmbHG rules for amending the articles. § 99 GmbHG, on the consent of individual shareholders in a merger, applies by analogy (§ 25 Abs. 2 FlexKapGG).
File with the Firmenbuch
The resolution, carrying the new name and the amended articles, is filed with the Firmenbuch. The registration fee is EUR 131 from 1 August 2026, plus the application fee.
The company continues as a FlexCo
From the registration the same company carries on in its new legal form (§ 25 Abs. 4 FlexKapGG). There is no new formation and no second company.
GmbH to FlexCo under § 25 FlexKapGG
- Review the articlesThe new name, any founding-privilege clauses, provisions for the FlexCo features to be used
- General meeting resolutionGmbHG rules for amending the articles; § 99 GmbHG by analogy, § 25 Abs. 2; sets the name and further amendments, § 25 Abs. 3
- Firmenbuch filingRegistration fee EUR 131 from 1 August 2026, plus the application fee; filed electronically to avoid the paper surcharge
- RegistrationThe same company continues as a FlexCo, § 25 Abs. 4; nothing is formed anew
Not sure how this applies to your GmbH?
Send us your question before you commit to anything.
Documents you will need
- The current articles of association, in full
- The general meeting's resolution on the conversion (§ 25 FlexKapGG)
- The new name, containing "FlexCo", "FlexKapG" or "Flexible Company"
- The further amendments of the articles the conversion needs
- Individual shareholders' consents where § 99 GmbHG applies by analogy
- For a GmbH founded with the founding privilege: those clauses deleted
- The Firmenbuch application, filed electronically to avoid the paper surcharge
What changes when a GmbH becomes a FlexCo
The minimum share capital stays the same; the contribution size, the share classes, the transfer form and the governance options change. Figures from the GmbH Act, § 6 and the FlexKapGG.
| Item | GmbH | FlexCo | Statute |
|---|---|---|---|
| Minimum share capital | EUR 10,000 | EUR 10,000 | § 6 Abs. 1 GmbHG, via § 1 Abs. 2 FlexKapGG |
| Minimum contribution per shareholder | EUR 70 | EUR 1 | § 6 Abs. 1 GmbHG, § 3 FlexKapGG |
| Paid in on each cash contribution | at least one quarter, at least EUR 70 | at least one quarter, at least EUR 1 | § 10 GmbHG, § 5 FlexKapGG |
| Enterprise-value shares | not available | under 25 % of the share capital, contributions as low as EUR 0.01, paid in full, no vote | § 9 FlexKapGG |
| Transfer of ordinary shares | notarial deed (Notariatsakt) | private deed drawn up by a notary or an attorney | FlexKapGG |
| Supervisory board | the § 29 GmbHG cases | those cases, and from medium size under § 221 Abs. 2 and 4 UGB | § 6 FlexKapGG |
| Circular resolutions without every shareholder's consent | not available | where the articles allow | § 7 FlexKapGG |
| Split voting | not available | available | § 8 FlexKapGG |
| Own shares, conditional and authorised capital | not available | available | §§ 15, 19, 21 FlexKapGG |
| Convertible and profit-participating instruments | not available | available | § 22 FlexKapGG |
Source: GmbH Act (GmbHG) and Flexible Companies Act (FlexKapGG), consolidated texts in the Austrian Federal Legal Information System (RIS); transfer form as set out by the Austrian Economic Chamber (WKO).
What stays and what is added
Stays
- EUR 10,000 minimum share capital, § 6 Abs. 1 GmbHG via § 1 Abs. 2 FlexKapGG
- The same company, continuing from the registration of the conversion, § 25 Abs. 4 FlexKapGG
Is added, FlexKapGG
- Contributions as low as EUR 1, § 3
- Enterprise-value shares under 25 % of the share capital, § 9
- Transfer of ordinary shares by private deed of a notary or attorney
- Circular resolutions, § 7; split voting, § 8
- Own shares, § 15; conditional capital, § 19; authorised capital, § 21
- Convertible and profit-participating instruments, § 22
Ready to convert your GmbH?
Send us the current articles and what you want the FlexCo to do; we set out the resolution and the filing.
Why work with us
Prepared and reviewed by the gmbh-austria.com team. Updated 28 September 2026.
From our practice. A conversion reaches further than the new name. The resolution must carry every amendment the FlexCo form needs, and a GmbH founded with the old founding privilege deletes those clauses at the same time, so we read the whole of the current articles before drafting.
Related services
FAQ
Does converting to a FlexCo mean forming a new company?
No. The conversion resolution is filed with the Firmenbuch, and from the registration of the conversion the company continues in its new legal form (§ 25 Abs. 4 FlexKapGG). Nothing is formed anew: the same company carries on as a FlexCo, with the name and articles the resolution set.
What does a conversion cost?
Our fee is quoted on request, once we have seen the articles. The court fees are statutory: from 1 August 2026, a transformation under § 25 FlexKapGG costs EUR 131 under the Court Fees Act, Tarifpost 10, plus the application fee, due once per filing whatever the outcome.
How long does a conversion take?
The statute sets no timeline for the court, so we give no fixed duration. The order is fixed: the general meeting passes the resolution, it is filed with the Firmenbuch, and the company becomes a FlexCo on registration. What can be controlled is a complete filing, with every amendment in the resolution.
Do all shareholders have to agree?
The resolution follows the GmbHG rules on amending the articles, and § 99 GmbHG on the consent of individual shareholders in a merger applies by analogy (§ 25 Abs. 2 FlexKapGG). The vote the GmbHG requires for a change to the articles is explained under amending the GmbH's articles.
Does the share capital have to change?
The minimum is the same in both forms: EUR 10,000, because § 6 Abs. 1 GmbHG applies to the FlexCo through § 1 Abs. 2 FlexKapGG. What changes is the floor for each contribution: EUR 1 in a FlexCo (§ 3 FlexKapGG) instead of EUR 70 in a GmbH.
Does the company name have to change?
Yes. The conversion resolution sets the company's name (§ 25 Abs. 3 FlexKapGG), and a FlexCo's name must contain "Flexible Kapitalgesellschaft" or "Flexible Company", or the abbreviation "FlexKapG" or "FlexCo" (§ 2 FlexKapGG). The rest of the name can stay, subject to the further amendments the resolution makes.
What are enterprise-value shares?
Unternehmenswert-Anteile are a FlexCo share class issued up to an amount below 25 % of the share capital (§ 9 FlexKapGG). Contributions start at EUR 0.01 and are paid in full on subscription. Holders have no vote, except on changes to their own class, but share in the balance-sheet profit and liquidation proceeds.
Are enterprise-value holders shown in the Firmenbuch?
Not individually. The register shows only aggregate amounts (§ 9 Abs. 6 FlexKapGG). Instead, a signed list of the holders' names and a list of their shares are filed at incorporation and then within nine months of each balance sheet date. A transfer of these shares needs only written form.
How are shares in a FlexCo transferred?
Ordinary FlexCo shares pass by a private deed drawn up by a notary or an attorney, not a full notarial deed (Notariatsakt), as the WKO sets out. The GmbH procedure is described under GmbH share transfer in Austria. The formation deed of a FlexCo remains a Notariatsakt, except in the simplified electronic founding route.
Will the FlexCo need a supervisory board?
The GmbH cases of § 29 GmbHG still apply. On top of them, a FlexCo must have a supervisory board (Aufsichtsrat) once it is at least a medium-sized company under § 221 Abs. 2 and 4 UGB (§ 6 FlexKapGG). The size of the company decides it, so the question is checked when the articles are reviewed.
Can a FlexCo be converted back into a GmbH?
Yes. § 25 FlexKapGG works in both directions: its rules for turning a FlexCo into a GmbH apply by analogy to turning a GmbH into a FlexCo. Under § 26 FlexKapGG a FlexCo can also be converted into an AG, and an AG into a FlexCo. This page covers the GmbH-to-FlexCo direction.
Do you also handle mergers or a change to an AG?
Yes, on request. Each follows its own procedure, separate from the § 25 FlexKapGG conversion, and we set it out once we have seen the companies involved. Under the Court Fees Act the registration fee for a merger, demerger or squeeze-out is EUR 479 from 1 August 2026, plus the application fee.
Can a ready-made GmbH be converted to a FlexCo?
Yes. A ready-made GmbH is a GmbH like any other, so § 25 FlexKapGG applies once it is bought: the general meeting resolves the conversion and the new name, and the change is filed with the Firmenbuch. How our ready-made GmbHs are bought and transferred is set out on their own page.
Is a conversion a way to close or rescue a GmbH?
No. A conversion changes the legal form and the same company carries on. Closing a GmbH is a liquidation, covered by our GmbH liquidation service. Where the company is insolvent, other duties apply first: see what a managing director must do when the GmbH is insolvent.
What is a GmbH in Austria?
The GmbH is the Austrian company with limited liability governed by the GmbH Act. Its share capital is at least EUR 10,000 and each contribution at least EUR 70. At least half the capital is raised in cash, and before registration at least EUR 5,000 in cash is paid in (GmbH Act).
Want your conversion set out?
Send the current articles, or write to info@gmbh-austria.com; we reply with the resolution and filing your conversion needs.