Austria · Guide

Paying Share Capital in Something Other Than Money

Austrian law allows it, and then treats it as a different transaction from a payment.

Updated 18 September 2026. Every provision below carries its paragraph and the date the version cited took effect.

A shareholder may pay share capital with an asset instead of money, and four things change at once: the articles have to describe it, it goes in in full rather than by instalments, somebody the court appoints may have to value it, and the shareholder carries the difference if it turns out to be worth less than the share it paid for. The figures the rest of this site states, EUR 10,000 of capital and EUR 5,000 before the filing, are GmbHG § 6 Abs. 1 and § 10 Abs. 1, and both behave differently once part of the capital stops being cash. The cash route is how an Austrian GmbH is formed and what it costs the state; this is the one route into the capital that page does not take.

Two regimes, and the cash half decides which one
The act describes the thing four times
Three places where the act will not take an asset
The valuation, who makes it and who may read it
Two dates, and they are not the same date
The shortfall, and who carries it
The FlexCo changes one sentence
What the register records
What the asset brings with it
What this page does not do
Sources
Questions

A single machine standing alone on the floor of an empty workshop.

Two regimes, and the cash half decides which one you are in

There are two sets of rules, and the line between them is arithmetic rather than judgement. GmbHG § 6a Abs. 1 requires that “Mindestens die Hälfte des Stammkapitals muß durch bar zu leistende Stammeinlagen voll aufgebracht werden”, at least half the share capital be fully raised by cash contributions, unless they are lower under Abs. 2 to 4. Keep the cash at that half and the asset sits on top of it, under the GmbH Act alone. Take it below and Abs. 4 opens the only general door: Abs. 1 stops applying on condition that the stock-corporation rules on formation with contributions in kind are complied with, and AktG §§ 20, 24 to 27, 29 Abs. 2 and 4, and 39 to 44 come in with it.

	The asset sits on top of the cash half	The asset replaces part of the cash half
Trigger	cash contributions still reach half the capital (§ 6a Abs. 1)	they do not, and § 6a Abs. 4 is used
Articles	the four particulars of § 6 Abs. 4	the same, plus AktG § 20 Abs. 1 by analogy
What may go in	assets the company takes over for a credited consideration (§ 6 Abs. 4)	only assets of ascertainable economic value, and no service obligations (AktG § 20 Abs. 2)
An outside valuation	none required by the GmbH Act	a formation audit, always, by a court-appointed Wirtschaftsprüfer (AktG § 25 Abs. 2 Z 2, Abs. 3, Abs. 4)
A founders' report	none	the Gründungsbericht, with the acquisition costs of the last two years (AktG § 24 Abs. 2)
Filed with the application	the articles and the § 10 Abs. 3 declaration	the same, plus the underlying contracts and the audit reports (AktG § 29 Abs. 2 Z 2 and Z 4)
Performance	at once and in full (§ 10 Abs. 1, third sentence)	at once and in full (the same sentence)
Shortfall	the shareholder pays the difference in money (§ 10a Abs. 1)	the same, plus the founders' liability of AktG §§ 39 to 44

A third route is easy to miss. § 6a Abs. 2 lets a company formed solely to continue a business at least five years old, owned only by that business's last owner, the spouse and the children, apply Abs. 1 to the part of the capital raised otherwise than by crediting the business; Abs. 3 extends it to two businesses or more.

GmbHG § 6 and § 10 in force from 1 January 2024, RGBl. Nr. 58/1906 as amended by BGBl. I Nr. 179/2023; § 6a from 1 June 2008; § 10a from 1 March 1994. The AktG provisions are BGBl. Nr. 98/1965 as amended by BGBl. I Nr. 71/2009, and § 27 by BGBl. I Nr. 53/2011.

The act describes the thing four times and names it once

The GmbH Act regulates contributions in kind almost entirely without using the word, which is why they are easy to read past.

Soll einem Gesellschafter die Vergütung für Vermögensgegenstände, die von der Gesellschaft übernommen werden, auf die Stammeinlage angerechnet oder sollen einem Gesellschafter besondere Begünstigungen eingeräumt werden, so sind die Person des Gesellschafters, der Gegenstand der Übernahme, der Geldwert, wofür die Vermögensgegenstände übernommen werden, und die besonders eingeräumten Begünstigungen im Gesellschaftsvertrage im einzelnen genau und vollständig festzusetzen.

GmbHG § 6 Abs. 4. Four particulars, to a standard of im einzelnen genau und vollständig, in detail, precisely and completely. § 10 Abs. 1 repeats the construction and adds the timing: “muß die Leistung sofort im vollen Umfang bewirkt werden”, at once and in full. Abs. 3 calls the same things assets which under the articles are not to be contributed in cash, and makes the application declare that they too are at the managing directors' free disposal.

The fourth description is the one with teeth. § 63 Abs. 5 provides that a performance which does not consist in money discharges the shareholder “nur insoweit, als sie in Ausführung einer im Gesellschaftsvertrage getroffenen Vereinbarung geschieht”, only so far as it is made in execution of an agreement laid down in the articles. Hand the asset over without that agreement and the money is still owed. Abs. 3 adds that the duty cannot be met “durch Kompensation mit einer Forderung an die Gesellschaft”, by set-off against a claim on the company; Abs. 4 refuses a retention right over the object; Abs. 6 makes reservations on a contribution ineffective; and § 2 Abs. 3 puts obligations from in-kind agreements outside the debt assumption Abs. 2 otherwise allows a company in its first three months.

Where the AktG regime applies, § 20 Abs. 3 is sharper still: agreements not fixed in the articles are ineffective against the company, the shareholder stays bound to pay the issue amount, and once the company is registered “kann die Unwirksamkeit nicht durch Satzungsänderung geheilt werden”, the ineffectiveness cannot be cured by amending the articles.

Three places where the act will not take an asset

Two are express; the third is the one founders ask about.

The simplified electronic founding. GmbHG § 9a never mentions contributions in kind. It closes the door by leaving no room for one. Abs. 2 reads as a statement of fact rather than a permission: “Das Stammkapital beträgt 10 000 Euro; darauf sind 5 000 Euro bar einzuzahlen”. Abs. 3 then provides that the declaration of establishment “beschränkt sich auf den Mindestinhalt des § 4 Abs. 1 und die Bestellung des Geschäftsführers”, confines itself to the minimum content of § 4 Abs. 1 and the appointment of the managing director, plus at most two optional clauses. Those four items are the firm and seat, the object, the capital and each shareholder's contribution. The § 6 Abs. 4 particulars are in none of them, and Abs. 6 and Abs. 7 build the evidence chain entirely around a cash payment into a newly opened account. The ordinance made under Abs. 4, the Vereinfachte GmbH-Gründungsverordnung, BGBl. II Nr. 363/2017 as amended by BGBl. II Nr. 205/2025, points the same way: its § 1 has the business service portal collect the data and generate both documents from it automatically.

Two capital operations say it in terms. GmbHG § 54 Abs. 4 allows a reduction below the statutory minimum only where a simultaneous increase restores it and no contributions in kind are stipulated in that increase, and § 60 Abs. 1 imposes the same condition on the simplified reduction. FlexKapGG § 9 Abs. 9 confirms the pattern from the other side, dispensing with the creditor call under GmbHG § 55 Abs. 2 and the Sacheinlagenprüfung under § 52 Abs. 6 precisely where the operation produces neither a repayment nor a contribution.

GmbHG § 6 Abs. 4, § 6a, § 9a

startPart of the capital is to be an asset, not moneyThe founding route is chosen first, because one of them cannot carry the answer.

route 1 · simplified electronic founding, § 9aNo room in the instrumentAbs. 2 fixes the capital at EUR 10,000 with EUR 5,000 in cash. Abs. 3 confines the declaration of establishment to the minimum content of § 4 Abs. 1, the appointment of the managing director and two optional clauses. The § 6 Abs. 4 particulars are in none of them.

route 2 · notarial founding → which half does the asset replace?

cash still reaches half the capital →

The GmbH Act alone

§ 6a Abs. 1 is satisfied, so nothing is imported.

articlesthe four particulars of § 6 Abs. 4
performanceat once and in full, § 10 Abs. 1 third sentence
shortfallthe shareholder pays the difference, § 10a Abs. 1

cash falls below the half →

The GmbH Act plus the Aktiengesetz

§ 6a Abs. 4 disapplies Abs. 1 on condition the company-law rules are met.

importedAktG §§ 20, 24 to 27, 29 Abs. 2 and 4, and 39 to 44
valuationa formation audit by a Wirtschaftsprüfer the court appoints, AktG § 25 Abs. 2 Z 2, Abs. 3 and Abs. 4
liabilitythe founders' cascade of AktG §§ 39 to 44 on top

side branch off the second arm§ 6a Abs. 2 and 3A business at least five years old, continued by its last owner with the spouse and children as the only shareholders, reduces the cash half without the Aktiengesetz machinery.

The question is not whether Austrian law permits a contribution in kind, but which half of the capital the asset is replacing, because that is what decides who values it.

The valuation, who makes it and who may read it

Where § 6a Abs. 4 routes the formation into the stock-corporation rules, the valuation stops being private.

The founders report on the formation.

AktG § 24 Abs. 1 requires a written Gründungsbericht setting out what the appropriateness of the consideration depends on: the transactions that led to the acquisition, the acquisition and production costs of the last two years, and, for a business, its operating income over two financial years (Abs. 2).

The court appoints the auditor; the founders do not choose them.

AktG § 25 Abs. 2 Z 2 requires an audit wherever there is “eine Gründung mit Sacheinlagen oder Sachübernahmen”. Abs. 3 gives the appointment to the court, Abs. 4 restricts it to a Wirtschaftsprüfer or an audit firm, and Abs. 5 bars anyone the founders can influence.

The audit asks one question about the figure and one about the description.

AktG § 26 Abs. 1 Z 2 asks “ob der Wert der Sacheinlagen oder Sachübernahmen den Ausgabebetrag ... erreicht”, whether the value reaches what is granted for it; Z 1 asks whether the founders' statements are correct and complete; Abs. 2 requires the report to name the valuation methods.

The report is not private.

Abs. 3 requires a copy for the court and one for the management, then provides that “Jedermann kann den Bericht beim Gericht einsehen”, anyone can inspect the report at the court. The contracts and the reports go in with the application under AktG § 29 Abs. 2 Z 2 and Z 4, and Abs. 4 puts them into the register's document collection under FBG § 12.

Two costs follow and neither is ours. AktG § 27 Abs. 2 gives the auditors their necessary cash outlays and appropriate remuneration and leaves the amount to the court, with an appeal against the fixing and none against the second-instance decision. No statute publishes a figure. And the application to appoint is itself chargeable: GGG Tarifpost 10 Z I lit. a, in the version in force from 1 October 2026, brings an application directed at appointing a Prüfer within the application fee (Anmerkung 1 Z 1 lit. b), charges it once per filing (Anmerkung 2), and makes it payable whatever the outcome (Anmerkung 4).

A shelf of uniform unlabelled document boxes in a filing room. — The valuation report goes to the court, and AktG § 26 Abs. 3 opens it to anyone who asks to see it.

Two dates, and they are not the same date

The asset is measured twice, for two purposes, on two days.

Company law measures it on the day the application reaches the register: GmbHG § 10a Abs. 1 takes the test “im Zeitpunkt der Anmeldung der Gesellschaft zur Eintragung in das Firmenbuch”, not at the date of the articles and not on the day the asset moved. Accounting measures it on the day it moved: UGB § 202 Abs. 1 carries a contribution “mit dem Wert anzusetzen, der ihnen im Zeitpunkt ihrer Leistung beizulegen ist”, at the value attributable to it when it is made, unless its use in the undertaking gives a lower figure.

Between them sits § 10 Abs. 1's third sentence, which allows no instalments. Cash may go in at a quarter of each contribution; an asset credited against a Stammeinlage may not. On a EUR 10,000 GmbH with a EUR 5,000 asset that is arithmetic rather than a figure the act prints: the second sentence requires at least EUR 5,000 on the cash contributions, so the cash half is fully paid before the filing, the asset half goes in at once, and nothing is outstanding. Where the cash drops below the half under § 6a Abs. 2 to 4, that sentence swaps the aggregate for something stricter: “sind sie gemäß § 6a Abs. 2 bis 4 niedriger, müssen sie bar voll eingezahlt sein”, where they are lower they must be paid up in full in cash.

GmbHG § 6 Abs. 4, § 10 Abs. 1, § 10a · UGB § 202 Abs. 1 · AktG § 44

day 1The articles are signedThe four § 6 Abs. 4 particulars are fixed, including the money value for which the asset is taken over.
day 2 · valuation date AThe asset is handed overPerformed at once and in full, § 10 Abs. 1 third sentence. Carried in the accounts at the value attributable to it on this day, UGB § 202 Abs. 1.
day 3 · valuation date BThe application reaches the registerThe § 10a Abs. 1 test is taken on this day: does the value reach the Stammeinlage assumed for it?
day 4The company is enteredThe five-year clocks start here: § 10a Abs. 2, § 10 Abs. 5 and, where the Aktiengesetz applies, AktG § 44.

between day 2 and day 3The accounting value and the company-law test are taken on different daysNothing in either provision requires the two to agree, and neither is the date the articles were signed.

One asset, two valuation dates, and a five-year clock that starts at neither of them.

The shortfall, and who carries it

§ 10a Abs. 1 is one sentence and it allocates the risk without qualification. Where the value at the time of the application does not reach the Stammeinlage assumed for it, the shareholder makes a contribution in money for the difference. Not the company, not the auditor whose report supported the figure, and not the managing directors. Everyone else is liable for something narrower.

Who	For what	Basis	For how long
The contributing shareholder	the difference between the value at the application and the Stammeinlage, in money	GmbHG § 10a Abs. 1	five years from the entry in the Firmenbuch (§ 10a Abs. 2)
The managing directors	damage caused by false statements in the application, personally and jointly and severally	GmbHG § 10 Abs. 4	five years from the entry (§ 10 Abs. 5); a waiver is ineffective so far as the payment is needed to satisfy creditors (§ 10 Abs. 6)
The founders together	the correctness and completeness of what was stated about the contributions, and intentional or grossly negligent damage done through them	AktG § 39 Abs. 1 and Abs. 2, by analogy	five years (AktG § 44); waiver barred for five years and then only with a general meeting no 20 percent minority opposes (AktG § 43)
A founder who knew nothing	nothing, where the founder neither knew the facts nor should have known them applying the care of a prudent businessman	AktG § 39 Abs. 3	not applicable
The formation auditor	negligent breach of the duty to audit conscientiously and impartially, capped at EUR 2 million for a small or medium company and rising by size class	AktG § 42, applying UGB § 275 Abs. 1 to 4	five years (AktG § 44)

The AktG rows reach a GmbH only where GmbHG § 6a Abs. 4 has been used. UGB § 275 Abs. 2 sets the caps at EUR 2 million, EUR 4 million, EUR 8 million and EUR 12 million by size class, and Abs. 4 provides that the liability may be neither excluded nor limited by contract, in the version in force from 19 February 2026.

The FlexCo changes one sentence of one paragraph

The newest Austrian form is assumed to be looser about this, and its own act is where to test that. FlexKapGG § 5 derogates “abweichend von § 10 Abs. 1 erster Satz GmbHG”, from the first sentence of GmbHG § 10 Abs. 1 and from nothing else, dropping the per-contribution cash minimum from EUR 70 to EUR 1. The second sentence, carrying the EUR 5,000 aggregate and its stricter substitute, and the third, requiring an asset to go in at once, are untouched. § 1 Abs. 2 then applies the GmbH provisions wherever the FlexCo act is silent, and it is silent on § 6 Abs. 4, on § 6a and on § 10a.

So the in-kind regime is the GmbH's, unchanged. Two FlexCo rules sit beside it: § 4 opens the § 9a route to a FlexCo, with VGGV § 4a applying the ordinance to it and carrying across the same closed instrument; and § 9 Abs. 2 requires the contribution on an enterprise-value share, a minimum of one cent, in full at once. The rest of the difference is what a FlexCo is and how it differs from a GmbH.

What the register records

FBG § 5 Z 6, in force from 1 January 2024, BGBl. Nr. 10/1991 as amended by BGBl. I Nr. 179/2023, has a GmbH enter its shareholders' names and dates of birth, their Stammeinlagen and the payments made on them. It is a list of amounts, and the catalogue gives the form of a contribution no field of its own. The documents carry that instead: the articles fix the object and its money value under § 6 Abs. 4, and FBG § 12 Abs. 1 takes documents on the basis of which an entry is made into the Urkundensammlung.

One stock-corporation provision is conspicuously absent from the § 6a Abs. 4 list. AktG § 33 Abs. 3 makes a company founded with contributions in kind draw an opening balance sheet, have the auditors confirm it and publish it within three months of registration. It is not imported, so it does not reach a GmbH. It does reach an AG: when an AG is the right form for an Austrian company, and what an extract shows is how to search the Austrian company register.

What the asset brings with it

Tax treats the move as a sale. EStG § 6 Z 14 lit. b, BGBl. Nr. 400/1988 as amended by BGBl. I Nr. 110/2023, makes a contribution of assets to a corporation an exchange within lit. a unless it falls under the Umgründungssteuergesetz, and lit. a treats an exchange as an acquisition and a disposal at once, at the gemeiner Wert of what is given up. The reorganisation route is how an Austrian company reorganisation is taxed; the rate the company pays is how much corporation tax a company pays in Austria.

The same rules apply later, to an increase. GmbHG § 52 Abs. 6 applies §§ 6, 6a, 10 and 10a to a capital increase by analogy and adds one condition: an increase carrying contributions in kind may be resolved only if that has been announced expressly and in time. The act does not restate the period; the general rule is § 38 Abs. 4, under which a resolution on a matter not announced at least three days before the meeting needs every shareholder present or represented. Later filings are how to change a director in the Austrian company register.

Forming an Austrian company and wondering what can go in instead of cash?

Tell us what the company will do, who the shareholders are and what each intends to put in. You get what the founding route involves, which of the two regimes above that structure falls into, and what the register will expect with the application.

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What this page does not do

This article sets out what Austrian law requires of a contribution in kind. It does not value anything and it does not say whether a particular asset qualifies.

We do not appraise assets, we are not a Wirtschaftsprüfer, and we could not be the formation auditor in any event: AktG § 25 Abs. 3 puts that appointment in the court's hands and Abs. 4 restricts it to a Wirtschaftsprüfer or an audit firm. We give no view on whether an intended contribution is a good idea, on what an asset is worth, or on the tax that follows from moving it, which Austrian law reserves to a licensed Steuerberater. What we do is form Austrian companies and prepare the Firmenbuch application, and say which route a capital structure closes off before anything is drafted on it.

Two absences are deliberate. No fee, ours or the auditor's, because AktG § 27 Abs. 2 leaves the auditor's to the court and no statute publishes a figure. And no processing time, because no Austrian authority publishes one for a formation audit or a register entry.

How this page is kept accurate

Updated 18 September 2026. Every rule here is cited to the paragraph of the GmbH-Gesetz, the Aktiengesetz, the Flexible-Kapitalgesellschafts-Gesetz, the Unternehmensgesetzbuch, the Firmenbuchgesetz, the Einkommensteuergesetz or the Gerichtsgebührengesetz that sets it, with its gazette reference and the date the version cited took effect, each read at source through the Federal Chancellery's open-data service. Where a proposition follows from reading provisions together, the page says so. Nothing here is legal or tax advice.

Sources

GmbH-Gesetz, RGBl. Nr. 58/1906: § 6, the four particulars; § 6a, the cash half and the switch; § 9a, the simplified founding; § 10, the pay-in rules; § 10a, the shortfall; and § 63, what discharges a contribution. Also in text: §§ 2 Abs. 3, 4 Abs. 1, 38 Abs. 4, 52 Abs. 6, 54 Abs. 4, 55 Abs. 2 and 60 Abs. 1.
Aktiengesetz, BGBl. Nr. 98/1965, reaching a GmbH only through GmbHG § 6a Abs. 4: § 20, what may go in; § 25, when an audit is required and who may be appointed; § 26, its scope and public inspection; and § 27, the remuneration the court fixes. Also in text: §§ 19, 24, 29, 33 Abs. 3 and 39 to 44.
Flexible-Kapitalgesellschafts-Gesetz, BGBl. I Nr. 179/2023: § 5, the one sentence it displaces. Also in text: §§ 1 Abs. 2, 4 and 9.
Unternehmensgesetzbuch § 202, the accounting value, dRGBl. S 219/1897 as amended by BGBl. I Nr. 125/1998. Also in text: §§ 203 Abs. 5, 271, 271a and 275.
Cited in text with their paragraphs: the Vereinfachte GmbH-Gründungsverordnung, BGBl. II Nr. 363/2017 as amended by BGBl. II Nr. 205/2025, §§ 1 and 4a; the Firmenbuchgesetz, BGBl. Nr. 10/1991, § 5 Z 6 and § 12 Abs. 1; the Einkommensteuergesetz 1988, BGBl. Nr. 400/1988, § 6 Z 14; and the Gerichtsgebührengesetz Tarifpost 10 Z I annotations in force from 1 October 2026.

Frequently asked questions

Can I pay an Austrian GmbH's share capital with assets instead of money?

Yes, within limits the act sets. GmbHG § 6 Abs. 4 lets the consideration for assets the company takes over be credited against a shareholder's Stammeinlage, provided the articles fix the shareholder, the object, the money value and any special benefits. What the act does not allow is doing it informally.

What must the articles say about a contribution in kind?

Four things, and GmbHG § 6 Abs. 4 requires them im einzelnen genau und vollständig, in detail, precisely and completely: the person of the shareholder, the object taken over, the money value for which it is taken over, and any special benefits granted. A description leaving the object or the figure open does not meet it.

Does the EUR 5,000 cash minimum still apply if part of the capital comes in as an asset?

It depends which half moves. GmbHG § 10 Abs. 1 requires at least EUR 5,000 in total on the cash contributions, and § 6a Abs. 1 requires at least half the share capital to be raised in cash. Where the cash is lower under § 6a Abs. 2 to 4, the same sentence requires it to be paid up in full instead.

Can the simplified electronic founding under § 9a carry a contribution in kind?

The provisions read together leave no room for one. GmbHG § 9a Abs. 2 fixes the capital at EUR 10,000 with EUR 5,000 paid in cash, and Abs. 3 confines the declaration of establishment to the minimum content of § 4 Abs. 1, the appointment of the managing director and two optional clauses.

What can be contributed in kind, and what cannot?

AktG § 20 Abs. 2, which GmbHG § 6a Abs. 4 applies by analogy, admits only assets deren wirtschaftlicher Wert feststellbar ist, whose economic value is ascertainable, and excludes obligations to perform services in terms. Whether a particular asset clears that test is for the founders and their advisers, not for this page.

Can I contribute my own work to an Austrian company instead of money?

Not as a contribution on the share capital where the AktG regime applies. AktG § 20 Abs. 2 provides that Verpflichtungen zu Dienstleistungen, obligations to perform services, cannot be contributions in kind or Sachübernahmen. The FlexCo's enterprise-value share is a different instrument and is not an exception to this one.

Who values a contribution in kind to an Austrian GmbH?

Where GmbHG § 6a Abs. 4 routes the formation into the AktG rules, the court appoints the valuer. AktG § 25 Abs. 2 Z 2 requires a formation audit wherever there are contributions in kind, Abs. 3 gives the appointment to the court, and Abs. 4 allows only a Wirtschaftsprüfer or an audit firm to be appointed.

What does the formation auditor actually check?

Two things, under AktG § 26 Abs. 1: whether the founders' statements about the contributions and the § 19 and § 20 stipulations are correct and complete, and whether the value reaches the issue amount of the shares granted for it. Abs. 2 requires the report to name the valuation methods used.

Who pays the formation auditor, and how much?

The amount is not in the act. AktG § 27 Abs. 2 gives the auditors a claim to reimbursement of necessary cash outlays and to appropriate remuneration, and provides that the court fixes those amounts, with an appeal against the fixing and none against the second-instance decision. No statute publishes a figure.

Is the valuation report public?

Yes, at the court. AktG § 26 Abs. 3 requires one copy of the report to go to the court and one to the management, and then says Jedermann kann den Bericht beim Gericht einsehen, anyone can inspect the report at the court. The contracts behind the stipulations are filed with it under AktG § 29 Abs. 2 Z 2.

What happens if the asset is worth less than the share it paid for?

GmbHG § 10a Abs. 1 answers it directly: where the value of a contribution in kind at the time of the application for registration does not reach the amount of the Stammeinlage assumed for it, the shareholder has to make a contribution in money in the amount of the shortfall.

How long does that shortfall liability last?

Five years. GmbHG § 10a Abs. 2 provides that the company's claim prescribes in five years from the entry of the company in the Firmenbuch. The managing directors' separate liability for damage caused by false statements in the application runs on its own five-year clock from the same date, under GmbHG § 10 Abs. 4 and Abs. 5.

Can a shareholder set off a claim on the company against the capital instead of paying it?

No. GmbHG § 63 Abs. 3 provides that the payment duty may be neither remitted nor deferred for individual shareholders, and that it cannot be satisfied by set-off against a claim on the company. Abs. 6 adds that reservations and restrictions on the assumption or payment of a contribution have no effect.

What happens if the asset goes in but the articles never mention it?

The shareholder still owes the money. GmbHG § 63 Abs. 5 discharges a performance that does not consist in money only so far as it is made in execution of an agreement laid down in the articles. Where the AktG regime applies, AktG § 20 Abs. 3 adds that after registration the defect cannot be cured by amending the articles.

Is a FlexCo any different?

On contributions in kind, no. FlexKapGG § 1 Abs. 2 applies the GmbH provisions wherever the FlexCo act is silent, and it is silent on § 6 Abs. 4, § 6a and § 10a. FlexKapGG § 5 derogates from the first sentence of GmbHG § 10 Abs. 1 only, dropping the per-contribution cash minimum from EUR 70 to EUR 1.

Company Registration Austria: The Austrian GmbH: the ordinary cash route, the founding options and what the state charges for the entry.
Company Registration Austria: FlexCo (FlexKapG): the EUR 1 contribution, the enterprise-value share and what the newer form does not change.
Company Registration Austria: Types of Companies in Austria: how the Austrian forms compare on capital, liability and formation formality.