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Company formation in Austria nearly always means a GmbH, the Gesellschaft mit beschränkter Haftung, or its more flexible sibling, the FlexCo (Flexible Kapitalgesellschaft), available since 1 January 2024. Both are limited companies with the same minimum share capital, the same entry in the Firmenbuch and the same tax treatment; the FlexCo adds tools for staff and investor equity. The joint stock company (AG) needs EUR 70,000 of share capital and a formation that the federal business portal (USP) calls very complex. For a company incorporation in Austria by founders abroad, the real choice is between the first two.
| Point | GmbH | FlexCo |
|---|---|---|
| Minimum share capital | EUR 10,000 (§ 6 GmbHG) | EUR 10,000 share capital, as the GmbH rules apply (§ 1(2) FlexKapGG) |
| Cash paid in before registration | A quarter of each cash contribution and at least EUR 5,000 of the share capital in total (§ 10 GmbHG) | The same total; each contribution at least a quarter (§ 5 FlexKapGG) |
| Smallest capital contribution per shareholder | EUR 70 | EUR 1 (§ 3 FlexKapGG) |
| Founding document | Notarial deed, or the eGründung for one individual founder | The same |
| Later share transfers | Notarial deed (§ 76(2) GmbHG) | Notarial deed or a deed drawn up by a notary or a lawyer (§ 12 FlexKapGG) |
| Shares for staff or investors | No company value shares | Company value shares below 25% of the share capital, without votes (§ 9 FlexKapGG) |
| Name must contain | Gesellschaft mit beschränkter Haftung, GmbH or GesmbH | Flexible Kapitalgesellschaft or Flexible Company, FlexKapG or FlexCo |
The FlexCo also allows written resolutions without every shareholder’s consent. Founders expecting neither employee equity nor outside investors gain little from it.
The articles of an Austrian GmbH or FlexCo must be made as a notarial deed (Notariatsakt) before an Austrian notary; a single founder signs a declaration of formation instead, under the same rule. Founders need not travel: under section 69b of the Notaries Act the deed can be made electronically, the notary identifying an absent party by official photo ID in a video procedure or by an electronic ID, with every party on a live two-way audio and video link throughout and the remote party signing electronically. Signing through someone else requires a special, certified power of attorney for this one formation.
The only route without a notary is the simplified formation of section 9a GmbHG, run online as the eGründung on the USP. It fits a narrow case: one shareholder who is a natural person and also the only managing director, share capital of EUR 10,000 with EUR 5,000 paid in cash, and a declaration limited to the statutory minimum. The bank identifies the founder in person when the cash is paid into a new account and sends its confirmation straight to the court. The USP adds an active ID Austria, EU, EEA or Swiss nationality or an Austrian residence title, and a main residence in Austria. EU residents living elsewhere, founders from outside Europe and every company with two shareholders or a corporate shareholder therefore use the notarial deed.
| Step | What happens | Legal basis |
|---|---|---|
| 1. Name, seat and objects | A name with the legal form that does not mislead and is not already used in the same municipality; a seat and an Austrian business address for service | § 5 GmbHG; USP |
| 2. Articles as notarial deed | Name, seat, objects, share capital and each shareholder’s contribution; managing directors appointed in the deed or by resolution | § 4, § 15 GmbHG |
| 3. Capital paid in | Cash credited to an account of the company or of the managing directors at an Austrian or EU (CRR) credit institution, or to the notary’s trust account; written confirmation from the bank or the notary | § 10 GmbHG |
| 4. Firmenbuch application | Signed by every managing director with certified signatures and specimen signatures, filed with the regional court of the seat (in Vienna the Handelsgericht Wien) | § 9 GmbHG |
| 5. Court review and entry | The court enters the company, orders a defect to be remedied or rejects the application; the company exists from its entry | § 2 GmbHG; USP |
| 6. Trade licence | Trade registration with a managing director under trade law, recorded in the GISA trade register | § 9, § 39 GewO |
| 7. Tax office | Notice of the start of business within one month, the tax office questionnaire, a tax number, a UID number on request | § 120, § 121 BAO |
| 8. Beneficial owners | Report through the USP within four weeks of the entry, unless every shareholder is an individual | § 5, § 6 WiEReG |
The USP sets no deadline for the Firmenbuch stage and publishes no standard duration. Until the entry the company does not exist as such: anyone who acts in its name before then is personally and jointly liable, and the registered company can take those obligations over within three months of its entry without the creditor’s consent (section 2 GmbHG). This pre-registration phase, the pre-GmbH, is why founders with contracts already waiting look at a ready-made company.
The Austrian company register is the Firmenbuch, kept by the regional courts. Each company receives a Firmenbuch number (FN) of up to six digits and a check letter, such as 123456b. The entry of a GmbH or FlexCo shows its name, seat and business address, the date of the articles, the share capital, each shareholder with name and date of birth (or register number for a company), every contribution and the amount paid on it, and the managing directors with their power of representation. Later changes must be filed without delay.
The register is public. A search of the Austria company register runs through the clearing agencies (Verrechnungsstellen) appointed by the Ministry of Justice or directly through JustizOnline; a certified extract for an authority comes from the court or a notary. The tax number and, for trade within the EU, the VAT identification number (UID) are separate numbers from the tax office, and the trade licence sits in yet another register, GISA.
Austrian company law asks nothing about where shareholders or managing directors live or which passport they hold, and one person may be sole shareholder and sole managing director. A managing director must be an individual with full legal capacity; a sentence of more than six months for listed offences such as fraud or money laundering bars a person from the post for three years.
Residence matters in trade law instead. A company that carries on a trade, which covers most commercial activity, must appoint a managing director under trade law (gewerberechtlicher Geschäftsführer), who answers to the authority for compliance with the trade rules. That person must live in Austria, unless they are an EEA or Swiss national living in the EEA or Switzerland, a third-country national with a “Daueraufenthalt” long-term residence title living there, or a treaty secures the enforcement of administrative penalties. For a regulated trade the person must also hold the required qualification and either belong to the company’s management or be its employee for at least half the normal weekly hours with full social insurance. An unregulated trade (freies Gewerbe) needs no qualification, but the appointment is still required.
The seat is the other rule founders abroad meet: it must be a municipality where the company has an establishment, its management or its administration, with a business address there for service. A company with its seat or its management in Austria is fully liable to Austrian corporate tax.
| Tax | Rule | Source |
|---|---|---|
| Corporate income tax (Körperschaftsteuer) | 23% of taxable profit | § 22 KStG |
| Minimum corporate tax | 5% of the statutory minimum capital a year, in quarterly parts: EUR 500 for a GmbH or FlexCo, EUR 3,500 for an AG | § 24(4) KStG |
| VAT rates | 20% standard; reduced rates of 13%, 10% and 4.9% | § 10 UStG |
| Small business VAT exemption | Turnover threshold of EUR 55,000 in the previous year, not yet passed in the current one; exceeding it by no more than 10% keeps the exemption to the year end | § 6(1) no. 27 UStG |
| Opting out of the exemption | Written waiver from the start of a calendar year, binding for at least five years | § 6(3) UStG |
The minimum tax is due whether or not the company makes a profit, and the part above the actual tax counts as a prepayment against corporate tax of later years. The small business exemption covers companies too, and a company can waive it to be taxed normally from the start. Annual accounts go to the Firmenbuch court within nine months of the balance sheet date and become public; a small GmbH not required by law to have a supervisory board needs no audit.
Within four weeks of the first entry, the company reports its beneficial owners through the USP to the register kept at the Federal Ministry of Finance, with a copy of the photo ID of any owner living abroad. A GmbH whose shareholders are all individuals is exempt: the register copies every shareholder with more than 25% from the Firmenbuch, unless someone else controls the company or holds the benefit of the shares. The register is not public; authorities, banks and people with a legitimate interest may consult it.
A new GmbH is the plainer choice for most founders. A ready-made Austrian GmbH is worth a look where contracts must be signed by a company that already exists, where founders abroad would rather skip the capital deposit, or where a counterparty wants an earlier registration date. It does not avoid the notary: transferring GmbH shares also takes a notarial deed. Our guide to off-the-shelf companies compares the two routes in general terms.
Austrian law does not require a formation agent. The notary records the deed and the court enters the company; around them sit the bank, the trade authority, the tax office and the beneficial owner register, each with its own forms and German-language correspondence. Coordinating them is what corporate services in Austria are for when the founders live elsewhere.
What we do: we form a new GmbH or FlexCo or supply a ready-made one, prepare the formation or transfer documents for the notary and the Firmenbuch filings, help prepare the bank application and, where we have a working contact at a suitable bank, make an introduction, while the bank alone decides on the account. Our page on bank accounts for Austrian companies sets out what Austrian banks ask of new companies, and the Austria overview covers the country as a whole.
No authority publishes a standard duration. The USP sets no special deadline for the Firmenbuch entry and says the processing of an online eGründung can take a few days. The rest depends on the notary’s appointment, the bank’s capital confirmation and any order from the court to correct the application. Contracts signed before the entry bind the people who sign them.
EUR 10,000, with at least EUR 70 per shareholder. Before registration a quarter of each cash contribution, and at least EUR 5,000 of share capital in total, must be paid to an Austrian or EU credit institution or the notary’s trust account, confirmed in writing for the court. The rest is paid when the company calls it. A FlexCo has the same minimum capital.
Yes. Company law sets no residence or nationality rule for shareholders or managing directors, and the articles can be signed with an Austrian notary by video link. Two rules still reach founders abroad: the eGründung requires a main residence in Austria, and a company carrying on a trade needs a trade-law managing director living in Austria or, where the Trade Regulation Act allows, in the EEA or Switzerland.
Yes, with one exception. The articles of a GmbH or FlexCo must be a notarial deed, made in person or by video link, and the managing directors’ signatures on the court application must be certified. Only a single individual who is also the sole managing director can form a company without a notary, through the eGründung on the USP, which requires ID Austria and a main residence in Austria.
It is the Firmenbuch number (FN): up to six digits and a check letter, for example 123456b, given when the court enters the company. It identifies the company in the Firmenbuch, which anyone can search through JustizOnline or a clearing agency. The tax number and the VAT identification number (UID) come later from the tax office and are separate numbers.
Yes. Every GmbH and FlexCo owes at least 5% of the statutory minimum capital a year, which is EUR 500, paid in quarterly parts even without profit; an AG owes EUR 3,500. Profits are taxed at 23%. Minimum tax above the actual tax is credited against corporate tax of later years, to the extent the tax then due exceeds that year’s minimum.
To find out what forming a GmbH or FlexCo in Austria would need from you, or whether a ready-made company suits your plans better, contact us; we also answer on Telegram and WhatsApp at +48 663 247 166.