Austria · Company forms
FlexCo Formation in Austria (FlexKapG)
We form Austrian FlexCos for founders who live outside Austria.
- EUR 10,000 share capital, the same as a GmbH
- Contributions from EUR 1
- Employee shares from EUR 0.01
- Share transfers without a full notarial deed
What a FlexCo is, and what we do with it
The Austrian FlexCo is the Flexible Kapitalgesellschaft, created by the FlexKapGG, BGBl. I Nr. 179/2023, and available since 1 January 2024. One or more persons may found one for any lawful purpose, and where the act is silent the GmbH rules apply (§ 1 FlexKapGG). The Firmenbuch records it as its own class of entity (§ 2 Z 5a FBG). It is not the American manufacturer of the same name.
We coordinate the whole file for founders based outside Austria: the form decision, the name, the articles, the capital, the Firmenbuch application, and the clauses an enterprise-value share class cannot exist without. We are not the notary and we do not set his tariff. Still choosing? Start with which legal form to choose for a company in Austria.
What FlexCo formation includes
The form decision, before anything is drafted.
Which of the FlexCo's departures from GmbH law you will actually use, and a plain answer where you will use none of them and a GmbH is the better form.
The name, including the compulsory part.
The firm name must contain Flexible Kapitalgesellschaft or Flexible Company, shortened to FlexKapG or FlexCo (§ 2 FlexKapGG). We check availability and obtain the chamber's opinion where that helps.
The seat and the address for service.
The seat must be a place of operation, management or administration (§ 5 Abs. 2 GmbHG by referral); the register records the address relevant for service (§ 3 Abs. 1 Z 4 FBG).
Articles, notarial or simplified.
Executed as a Notariatsakt, electronically if you prefer. The simplified electronic founding under § 9a GmbHG is expressly open to a FlexCo (§ 4 FlexKapGG), and we test eligibility before drafting.
The capital and the pay-in.
Contributions from EUR 1 each (§ 3 FlexKapGG), a quarter of each cash contribution and at least EUR 1 paid in (§ 5), proved by a written confirmation from a credit institution or the notary as trustee.
The Firmenbuch application.
Signed by all managing directors, with the enclosure set: articles in notarial issue, shareholder list, list of directors, appointment resolution, specimen signatures and the deposit confirmation.
The NeuFöG claim.
Where the founder qualifies as a new business, the NeuFö 2 declaration with the chamber's consultation confirmation removes the court fee entirely (§ 1 Z 3 NeuFöG).
The enterprise-value clauses, if you want that class.
The articles must define the founding shareholders, give holders a tag-along right (§ 10 FlexKapGG) and fix the leaver terms (§ 11 Abs. 2). Neither is optional or cheap to add later.
When a FlexCo is the right form, and when it is not
The form is worth its novelty only if you will use what it adds. If you want a company that already exists, that is a different question: buy a company in austria.
Right: shares are going to employees or advisers. The Unternehmenswert-Anteil is a class a GmbH cannot issue, and § 67a Abs. 3 Z 2 EStG names it as the example of a share whose deferred taxation survives the holder leaving.
Right: the cap table will move. An ordinary share may transfer on a deed drawn by a notary or an attorney rather than a full Notariatsakt (§ 12 Abs. 1), an enterprise-value share on written form alone (§ 9 Abs. 6), and holdings may be split into Stückanteile of EUR 1 (§ 13).
Not right: one owner, no employee shares, no investors. None of the above applies, the capital is the same EUR 10,000 under § 6 Abs. 1 GmbHG, and the GmbH is better understood. That is the honest answer more often than the market admits: gmbh in austria.
Not right: the company will be medium-sized soon. A FlexCo needs a supervisory board once it is at least medium-sized under § 221 Abs. 2 and 4 UGB, on top of the § 29 Abs. 1 GmbHG cases (§ 6 FlexKapGG). A standing cost the form puts on success.
Not right: you are aiming somewhere else. A public offering is the AG: Company Registration Austria: The Austrian AG (Aktiengesellschaft). The lightest structure, with personal liability accepted, is the sole trader: Company Registration Austria: Sole Proprietorship in Austria (Einzelunternehmen).
How the process works
Fix the form and the name.
The decision in the section above, then the name with its compulsory designation under § 2 FlexKapGG, the seat, and the address the register holds for service.
Execute the articles.
A Notariatsakt, signable electronically, or the simplified electronic founding under § 9a GmbHG, which § 4 FlexKapGG opens to a FlexCo. The choice decides the documents and the signing.
Pay in the capital.
A quarter of each cash contribution and at least EUR 1 (§ 3 and § 5 FlexKapGG). § 5 displaces only the first sentence of § 10 Abs. 1 GmbHG, so whether that paragraph's EUR 5,000 aggregate binds a FlexCo is unsettled. We say so rather than quoting the GmbH's number.
File with the Firmenbuch.
Signed by all managing directors, filed with the enclosure set. The entry is constitutive: the company exists from it, as its own class of entity under § 2 Z 5a FBG.
Claim NeuFöG at the right moment.
The NeuFö 2 declaration is produced before or with the claim, and the fee is still waived if the form reaches the court within 14 days of the application (Gerichtsgebührengesetz Tarifpost 10 Anm. 8).
Register for tax, trade and social insurance.
Finanzamt Österreich, the trade licence and GISA, the SVS notification and the WiEReG position. These run as they do for a GmbH and are set out on that page.
Open the share register, if you issued enterprise-value shares.
The managing directors keep an Anteilsbuch (§ 9 Abs. 7 FlexKapGG) and file a Namensliste and an Anteilsliste at registration and then within nine months of each balance sheet date (§ 9 Abs. 8).
On timing: no statutory Firmenbuch processing deadline exists and no official average is published, so we quote no registration date. Any duration you are shown elsewhere is an estimate.
Austria · FlexCo formation · seven steps
- 01Fix the form and the name§ 2 FlexKapGG: the compulsory designation, the seat, the address for serviceNo statutory deadline
- 02Execute the articlesA Notariatsakt, or the simplified electronic founding § 4 FlexKapGG opens to a FlexCoNo statutory deadline
- 03Pay in the capital§ 3 and § 5 FlexKapGG: a quarter of each cash contribution and at least EUR 1No statutory deadline
- 04File with the Firmenbuch§ 2 Z 5a FBG, its own class of entity. The entry is constitutiveNo statutory processing deadline
- 05Claim NeuFöG at the right momentThe NeuFö 2 declaration, GGG Tarifpost 10 Anm. 814 days
- 06Register for tax, trade and social insuranceFinanzamt Österreich, GISA, the SVS and the WiEReG position1 month Finanzamt and SVS · 3 months GISA · 4 weeks WiEReG
- 07Open the share register, if you issued enterprise-value sharesThe Anteilsbuch, § 9 Abs. 7, and the lists under § 9 Abs. 89 months after each balance sheet date
Not sure whether a FlexCo or a GmbH fits?
Send the shareholding structure, the intended activity and whether anyone will hold employee shares. We will say which form the file takes and why.
GmbH or FlexCo, decision by decision
One correction first, because this comparison is usually told backwards. Both forms have required EUR 10,000 of share capital since 1 January 2024. EUR 35,000 was the GmbH minimum until 31 December 2023 and fell on the day the FlexCo appeared. Capital is not a reason to choose either.
| Decision | GmbH | FlexCo |
|---|---|---|
| Minimum share capital | EUR 10,000 (§ 6 Abs. 1 GmbHG) | EUR 10,000, through the § 1 Abs. 2 referral; the FlexKapGG states no figure of its own |
| Smallest single contribution | EUR 70 (§ 6 Abs. 1 GmbHG) | EUR 1, and it may not be reduced below that (§ 3 FlexKapGG) |
| Cash in before registration | a quarter of each contribution, at least EUR 70 each and at least EUR 5,000 in total (§ 10 Abs. 1 GmbHG) | a quarter of each contribution and in any event at least EUR 1 (§ 5 FlexKapGG); whether the EUR 5,000 aggregate survives is not settled |
| Name | free within § 5 Abs. 1 GmbHG | must contain Flexible Kapitalgesellschaft or Flexible Company, or FlexKapG or FlexCo (§ 2 FlexKapGG) |
| Ordinary share transfer | a full Notariatsakt (§ 76 Abs. 2 GmbHG) | a deed drawn by a notary or an attorney (§ 12 Abs. 1 FlexKapGG), who checks admissibility and instructs both parties |
| Employee share class | none exists | *Unternehmenswert-Anteile*, below 25 percent of capital, from EUR 0.01 (§ 9 FlexKapGG) |
| Divisible holdings | a share is divided under § 79 GmbHG | Stückanteile of at least EUR 1, held and sold separately, indivisible (§ 13 FlexKapGG) |
| Written shareholder votes | need the consent of all shareholders (§ 34 Abs. 1 GmbHG) | the articles may drop that consent, and may allow text form for the vote itself (§ 7 FlexKapGG) |
| Supervisory board | at the § 29 Abs. 1 GmbHG thresholds | those, plus at medium size under § 221 Abs. 2 and 4 UGB (§ 6 FlexKapGG) |
| Beneficial-owner exemption | runs on shareholding above 25 percent (§ 6 Abs. 2 WiEReG) | runs on voting rights above 25 percent (§ 6 Abs. 2a WiEReG) |
The FlexCo column is the FlexKapGG's own departures from GmbH law; everything it does not depart from is the GmbH's, by § 1 Abs. 2 FlexKapGG. The transfer rule is § 12 and the beneficial-owner rule is § 6 WiEReG in the version in force from 1 October 2025.
The enterprise-value share, and the rules that come with it
This is the reason the form exists, and the reason a FlexCo is more work than a GmbH. The ceiling is worth stating exactly: the statute says the issue must not reach 25 percent of the share capital. That is the rule, and it is not the same thing as 24.99 percent.
| What the company law requires | Provision |
|---|---|
| Issued only in an amount that does not reach 25 percent of the share capital | § 9 Abs. 1 FlexKapGG |
| Contribution from EUR 0.01, paid in full on subscription | § 9 Abs. 2 |
| No liability under § 70 Abs. 1 and 2 or § 83 Abs. 2 and 3 GmbHG, no obligation to contribute further under § 72 GmbHG | § 9 Abs. 2 |
| Shares in the balance-sheet profit and the liquidation proceeds, pro rata to contributions paid in | § 9 Abs. 3 |
| No vote and no right to challenge resolutions except in the cases of Abs. 5, but the right to attend the general meeting and to be told of written votes | § 9 Abs. 4 |
| The exception: a resolution that changes their Abs. 3 rights to profit and liquidation proceeds, or converts their shares under Abs. 9, needs the consent of every holder affected, and on that resolution they have the same participation and action rights as any other shareholder | § 9 Abs. 5 |
| Written form suffices for subscription and transfer | § 9 Abs. 6 |
| Holders are not named individually in the Firmenbuch; the register shows the class and the aggregate amounts | § 9 Abs. 6, departing from § 5 Z 6 FBG |
| An Anteilsbuch kept by the managing directors, with each holder's name, date of birth, contribution and payment | § 9 Abs. 7 |
| A Namensliste and an Anteilsliste filed at registration and then within nine months of each balance sheet date, stating a position not older than one month. Only the Namensliste goes into the public document collection | § 9 Abs. 8 |
| Converting one into an ordinary share needs a capital reduction and a matching increase; done together and in equal amounts, no creditor call and no contribution-in-kind audit | § 9 Abs. 9 |
| A compulsory tag-along where the founding shareholders sell the majority of their shares, at the same price and terms, with a volume-weighted floor against earlier higher prices | § 10 FlexKapGG |
| Written information handed to an employee demonstrably two weeks before they subscribe | § 11 Abs. 1 |
| Leaver terms fixed in the articles: to whom, and on what conditions | § 11 Abs. 2 |
| What § 67a EStG asks before the deferred taxation applies | Provision |
|---|---|
| The shares are granted free of charge for objective, business-related reasons; a payment up to nominal value still counts as free | § 67a Abs. 2 Z 1 |
| In the previous financial year: no more than 100 employees on average, turnover no more than EUR 40 million, not fully consolidated, and consolidated undertakings holding no more than 25 percent of capital or votes | § 67a Abs. 2 Z 2 |
| Granted within ten years after the end of the calendar year in which the business was founded | § 67a Abs. 2 Z 3 |
| The employee holds less than 10 percent of the capital and never held more | § 67a Abs. 2 Z 4 |
| A written Vinkulierung: no transfer between living persons without the employer's consent | § 67a Abs. 2 Z 5 |
| The employee opts in writing, recorded in the Lohnkonto | § 67a Abs. 2 Z 6 |
| Leaving does not trigger the tax for a share with no vote and no general right to challenge resolutions whose holder is recorded in an Anteilsbuch, the statute naming the Unternehmenswert-Anteil as the example, if the employer says so on the Lohnzettel | § 67a Abs. 3 Z 2 |
| Taxed as a sonstiger Bezug, 75 percent of it at a fixed 27.5 percent under § 67a Abs. 4 Z 2 EStG, where employment lasted at least two years and the tax point falls at least three years after the first grant | § 67a Abs. 4 Z 2 |
Company law from § 9 FlexKapGG and the two paragraphs after it; the tax regime from § 67a EStG, in force since 1 January 2024. These are the statute's conditions. Whether a particular grant meets them, and how it is run through payroll, is a question for a licensed Austrian Steuerberater, which we are not.
One Unternehmenswert-Anteil · its life
- Stage 01
Information duty
Written information handed to an employee demonstrably two weeks before they subscribe. § 11 Abs. 1 FlexKapGG
- Stage 02
Subscription
A contribution from EUR 0.01, paid in full on subscription. § 9 Abs. 2 FlexKapGG
- Stage 03
The register position
Holders are not named individually: the Firmenbuch shows the class and the aggregate amounts. Only the Namensliste goes into the public document collection. § 9 Abs. 6 and Abs. 8
- Stage 04
The annual list
A Namensliste and an Anteilsliste within nine months of each balance sheet date, stating a position not older than one month. § 9 Abs. 8
- Stage 05
Tag-along
Where the founding shareholders sell the majority of their shares, at the same price and terms, with a volume-weighted floor against earlier higher prices. § 10 FlexKapGG
- Stage 06
The leaver rule
Fixed in the articles: to whom, and on what conditions. § 11 Abs. 2 FlexKapGG
- Stage 07
The tax point
Taxed as a sonstiger Bezug, 75 percent of it at a fixed 27.5 percent. Leaving does not itself trigger the tax. § 67a Abs. 3 Z 2 and Abs. 4 Z 2 EStG
The tariff lines that exist
- EUR 131Conversion under § 25 FlexKapGGTP 10 Z I lit. c Z 4, Anm. 13
- EUR 479Conversion under § 26 FlexKapGGTP 10 Z I lit. c Z 5, Anm. 14
- EUR 70Amendment of the articlesTP 10 Z I lit. c Z 10, Anm. 15
- No tariff lineFlexCo first registrationNo line of Tarifpost 10 Z I names the Flexible Kapitalgesellschaft
What the Austrian state charges, and the one figure nobody can quote
These are court fees fixed by statute, not our fees. The application fee is owed once per filing, whatever the outcome.
| Item | From 1 August 2026 | Previous, from 1 April 2025 | Tariff reference |
|---|---|---|---|
| FlexCo first registration | no line of the tariff names it | no line of the tariff names it | see the derivation below |
| Conversion of a company under § 25 FlexKapGG, into or out of a GmbH | EUR 131 | EUR 124 | TP 10 Z I lit. c Z 4, Anm. 13 |
| Conversion of a company under § 26 FlexKapGG, into or out of an AG | EUR 479 | EUR 453 | TP 10 Z I lit. c Z 5, Anm. 14 |
| Any other amendment of the articles | EUR 70 | EUR 66 | TP 10 Z I lit. c Z 10, Anm. 15 |
| Capital increase or reduction | EUR 222 | EUR 210 | TP 10 Z I lit. c Z 1, Anm. 12 |
| Paper filing instead of electronic legal communication | EUR 24 | EUR 23 | TP 10 Anm. Z 1a with Anm. 1 |
| GmbH first registration, for comparison | EUR 47 + EUR 475 = EUR 522 | EUR 44 + EUR 449 | TP 10 Z I lit. a Z 5 and lit. b Z 5, Anm. 2 and 9 |
| Qualifying new business under NeuFöG | EUR 0 | EUR 0 | § 1 Z 3 NeuFöG |
The FlexCo registration fee, stated as what it is. Tarifpost 10 Z I lists first-registration fees by legal form, in lit. a for the application and lit. b for the entry, and no line in either names the Flexible Kapitalgesellschaft, although § 2 Z 5a FBG makes it its own class and although the same tariff was amended to name the FlexKapGG twice, both times for a conversion. The catch-all is drawn on "sonstige Rechtsträger gemäß § 2 Z 13 FBG", a different class.
The natural reading is that § 1 Abs. 2 FlexKapGG routes a FlexCo to the GmbH lines, giving EUR 47 plus EUR 475, so EUR 522 under Tarifpost 10. That is an inference across two statutes, not a quotation from the tariff, which is why it is not in the table above, in the graphic or in this page's structured data. Confirm the amount with the register court before you budget it.
Gerichtsgebührengesetz Tarifpost 10 Z I, in the amounts raised by BGBl. II Nr. 227/2026 with effect from 1 August 2026, read in the version in force from 1 October 2026: RIS, GGG Art. 1 § 32 with the Tarif. The two conversion lines are the only places in the whole tariff that name the FlexKapGG.
Want the articles checked before the notary sees them?
Send the draft articles and the intended share classes. We will say what the register court is likely to question and what § 10 and § 11 FlexKapGG oblige you to include.
What you will need to supply
- Official photo identification for every shareholder and every managing director.
- Confirmation that no director is disqualified under § 15 Abs. 1a or 1b GmbHG, foreign convictions included.
- A special notarially certified power of attorney wherever anyone signs by proxy.
- A specimen signature, the Musterzeichnung, for each managing director.
- Register extract and articles of any corporate shareholder, certified and translated.
- The proposed name, carrying a designation § 2 FlexKapGG requires.
- The object of the business, matched to the trade licence applied for.
- The seat, and the address the register records for service.
- The shareholding structure, including any trust or nominee arrangement.
- For enterprise-value shares: who receives them, the leaver terms, and who the founding shareholders are.
Problems founders hit with a two-year-old company form
The form is younger than the people who will ask about it.
It has existed since 1 January 2024. Case law is thin, and banks, landlords and counterparties may not have seen one. We say so rather than promising an account, and the GmbH stays available.
The name is not a marketing decision.
§ 2 FlexKapGG puts Flexible Kapitalgesellschaft, Flexible Company, FlexKapG or FlexCo into the firm name, and it follows onto the register extract, contracts and invoices.
The employee share class is standing work.
Written information two weeks before each grant, an Anteilsbuch, and two lists filed with the court within nine months of every balance sheet date (§ 9 Abs. 7 and 8, § 11 Abs. 1 FlexKapGG).
Growing into a supervisory board.
§ 6 FlexKapGG adds a trigger a GmbH does not have: medium size under § 221 Abs. 2 and 4 UGB. Whether that also closes the audit exemption earlier is an inference we do not publish as a rule.
Less in the register is not privacy.
Enterprise-value holders are outside the Firmenbuch by name, but the Namensliste is public, and the § 6 Abs. 2a WiEReG exemption fails the moment a § 2a nominee agreement exists.
How this page is kept accurate
Last updated 17 September 2026. Every figure here is cited to the Austrian statute it comes from, by paragraph, with the gazette reference and the date it took effect. Where a figure is a reading of two statutes rather than a quotation from one, the page says so and tells you to confirm it. Our own fee is not published on this site: it is quoted on request.
Frequently asked questions
What is a FlexCo, and is it the Austrian company form or the American manufacturer?
The Austrian FlexCo is the Flexible Kapitalgesellschaft, a company form created by the FlexKapGG, BGBl. I Nr. 179/2023, and available since 1 January 2024. It may be founded for any lawful purpose by one or more persons (§ 1 Abs. 1). The Firmenbuch records it as its own class of registered entity (§ 2 Z 5a FBG). An identically named American belting manufacturer is a different business entirely.
What is the difference between a FlexCo and a GmbH in Austria?
Share capital is identical at EUR 10,000. A GmbH contribution starts at EUR 70, a FlexCo contribution at EUR 1 (§ 3 FlexKapGG). A GmbH share moves only by notarial deed (§ 76 Abs. 2 GmbHG); a FlexCo share may move on a deed drawn by a notary or an attorney (§ 12 Abs. 1 FlexKapGG). Only a FlexCo can issue Unternehmenswert-Anteile, the enterprise-value class.
Can a foreigner set up a FlexCo without living in Austria?
Yes. Nothing in the FlexKapGG, or in the GmbH rules it borrows, makes residence or nationality a condition of being a shareholder or a managing director. The notarial deed may be signed by electronic means, and the simplified electronic founding under § 9a GmbHG is expressly open to a FlexCo (§ 4 FlexKapGG). Trade law, not company law, is what can force an Austrian presence.
Does a FlexCo really need less share capital than a GmbH?
No. Both need EUR 10,000. The FlexKapGG states no capital figure of its own: § 1 Abs. 2 applies GmbH law wherever the act is silent, so § 6 Abs. 1 GmbHG governs both. EUR 35,000 was the GmbH minimum until 31 December 2023 and fell to EUR 10,000 on 1 January 2024, the day the FlexCo appeared. Capital is not a reason to choose between the two.
How much has to be paid in before the FlexCo is registered?
§ 5 FlexKapGG requires at least a quarter of each cash contribution and in any event at least EUR 1; where less than EUR 1 is payable in cash, it is paid in full. It displaces only the first sentence of § 10 Abs. 1 GmbHG, and neither text says whether that paragraph's EUR 5,000 aggregate survives. Only the simplified route fixes EUR 5,000. We state the point as open.
What is an Unternehmenswert-Anteil, and why would a founder issue one?
An enterprise-value share is a class only a FlexCo can issue (§ 9 FlexKapGG). Abs. 4 withholds the vote and the right to challenge resolutions, but only abgesehen von den Fällen des Abs. 5: a resolution changing their Abs. 3 rights or converting their shares needs every affected holder's consent. It shares in the balance-sheet profit and the liquidation proceeds, starts at EUR 0.01, and moves on written form alone. § 67a Abs. 3 Z 2 EStG names it as the example of a share whose deferred taxation survives the employee leaving.
How much of the company can be given to employees this way?
§ 9 Abs. 1 FlexKapGG says enterprise-value shares may be issued only in an amount that does not reach 25 percent of the share capital. That is the rule, and it is not the same thing as 24.99 percent. Separately, § 67a Abs. 2 Z 4 EStG limits the start-up employee tax regime to an employee holding less than 10 percent of the capital at the time of the grant.
What does the Austrian state charge to register a FlexCo?
Tarifpost 10 Z I of the Gerichtsgebührengesetz lists first-registration fees by legal form, and no line names the Flexible Kapitalgesellschaft, although the Firmenbuch records it as its own class. The same tariff does name the FlexKapGG twice, both times for a conversion. So we publish no FlexCo registration fee as a fact. NeuFöG can take a qualifying new business to zero.
Does a FlexCo have to put "FlexCo" in its name?
It has to carry one of the statutory designations. § 2 FlexKapGG requires the firm name to contain Flexible Kapitalgesellschaft or Flexible Company, either of which may be shortened to FlexKapG or FlexCo. That departs from § 5 Abs. 1 GmbHG and it is not optional: the designation appears on the register extract, on contracts and on invoices.
Can a FlexCo be turned into a GmbH or an AG later?
Yes, and in both directions. § 25 FlexKapGG converts a FlexCo into a GmbH and a GmbH into a FlexCo by resolution of the general meeting, registered in the Firmenbuch; from that entry the company continues in the new form. § 26 converts into and from an AG. The register charges EUR 131 for the first and EUR 479 for the second, from 1 August 2026.
Does a FlexCo have to file its beneficial owners?
Often not, and the test is not the GmbH's. Under § 6 Abs. 2a WiEReG a FlexCo is exempt from the § 5 filing if every shareholder entered in the Firmenbuch is a natural person; Statistik Austria then takes those holding more than 25 percent of the voting rights. A GmbH's exemption runs on shareholding instead. A nominee agreement under § 2a destroys the exemption.
When is a GmbH the better choice than a FlexCo?
When nothing the FlexCo adds is needed. With one owner, no employee shares and no investors coming, the capital is the same EUR 10,000 and the GmbH is the better understood form. A FlexCo also needs a supervisory board once it is at least medium-sized (§ 6 FlexKapGG), which a GmbH does not face until the § 29 Abs. 1 GmbHG thresholds are crossed.
Start your Austrian FlexCo
Tell us who the shareholders are, what the company will do, and whether anyone will hold employee shares. You get the form recommendation, the documents and the state fees in writing.