A start-up team wants to give its first employees a share in the company’s success, and investors are set to come on board soon. With a classic GmbH, every transfer of shares means a notarial deed. For cases like this, there is the FlexCo in Austria, the flexible limited company (Flexible Kapitalgesellschaft). It builds on the GmbH but leaves more room in several places.
This article explains what a FlexCo is, how much share capital it needs and how company value shares (Unternehmenswert-Anteile) work. After that, it covers further differences from the GmbH, the options for investors, a direct comparison, founding and taxes. The information comes from the Flexible Companies Act (Flexible-Kapitalgesellschafts-Gesetz, FlexKapGG) and from the Austrian Economic Chamber (Wirtschaftskammer Österreich, WKO) and the Social Insurance Institution for the Self-Employed (SVS).
Key points at a glance:
- The flexible limited company has existed since 1 January 2024. Unless the FlexKapGG provides otherwise, the GmbH rules apply to it.
- As with the GmbH, the minimum share capital is €10,000, but each individual capital contribution only has to be at least €1.
- Company value shares without voting rights can be issued up to just under 25% of the share capital, for example for employees.
- Shares can also be transferred with a deed drawn up by a notary or a lawyer, without a notarial deed.
- The articles of association still require a notarial deed; a simplified founding is possible.
What is a FlexCo?
The FlexCo is a corporation and therefore a legal entity. It can be founded by one or more persons for any lawful purpose. Its basis is the FlexKapGG, which came into force on 1 January 2024. Where this act does not lay down its own rule, the provisions for the GmbH apply. The FlexKapG is therefore not an entirely new world but a separate legal form that closely follows the GmbH and offers additional design options.
According to the WKO, the legal form was created to meet the needs of start-ups and founders, above all when it comes to giving employees a stake. The company name must contain the words Flexible Kapitalgesellschaft or Flexible Company, abbreviated as FlexKapG or FlexCo. As with the GmbH, a personal, descriptive or made-up name is possible. The company is represented externally by one or more managing directors.
Share capital and capital contributions
As with the GmbH, the share capital of the FlexCo is at least €10,000. According to the WKO, half has to be paid in cash, proven with a bank confirmation. The difference lies in the individual capital contributions: in the FlexCo they only have to be at least €1 instead of €70 as in the GmbH. At least a quarter of each cash contribution, and in any case €1, must be paid in before the application for registration.
The articles of association can also provide that shares are split into unit shares (Stückanteile) with a nominal value of at least €1 each. Shares may also be divided as long as the articles do not exclude it; in the GmbH, the articles first have to permit such a division. Both make it easier to pass shares on to new shareholders in small steps.
Company value shares: giving employees a stake
A distinctive and central instrument of the FlexCo is the company value share. It is a special form of share capital and, according to the WKO, is meant to make employee participation simpler. Special statutory rules apply to these shares:
Additional protective rules apply to employees. Before they acquire company value shares for the first time, the company informs them about the nature of the shares and the key points of the articles of association, demonstrably two weeks before subscription. The articles also set out to whom and on what terms employees can sell their shares when their employment ends. According to the WKO, separate tax rules apply to the sale of such shares.
Rights and duties of value-share holders
Value-share holders, for example employees with such shares, are not liable for contributions that other shareholders fail to pay or for unlawful payments to other shareholders, and they have no obligation to make additional contributions. In capital increases, they have no priority right to new shares unless the articles of association provide for it. They may attend general meetings, are informed about written votes and have information and inspection rights regarding the accounting records. Resolutions that change their rights to profit or liquidation proceeds generally require their consent.
Management keeps a share register for the company value shares with the name, date of birth, capital contribution and payment of each holder. A list of names and a list of shares go to the commercial register on the first issue and thereafter no later than nine months after each balance-sheet date; only the list of names is placed in the register’s collection of documents. If company value shares are later to be converted into ordinary shares, this is done through a reduction and a corresponding increase of the share capital.
Further differences from the GmbH
Beyond capital and company value shares, the FlexCo also differs in its organisation. Written votes are possible even if not all shareholders agree to this procedure, provided the articles of association say so and all shareholders entitled to vote can take part; text form can be enough for casting a vote. Anyone with more than one vote may exercise their voting rights in different ways, for example partly for and partly against a motion.
For transferring shares in a FlexCo, a deed drawn up by a notary or a lawyer, who explains the legal consequences, is enough. In the GmbH, this requires a notarial deed. A supervisory board is additionally required in the FlexCo if it is at least a medium-sized corporation. Under section 221 of the Austrian Commercial Code (UGB), this is the case if two of three values are exceeded, currently €6.25 million balance-sheet total, €12.5 million turnover or 50 employees on annual average. Under certain conditions, the FlexCo may also acquire its own shares.
Capital for investors
For financing, the FlexCo comes with tools otherwise known from the stock corporation. A conditional capital increase is only carried out to the extent that conversion or subscription rights are actually exercised. According to the WKO, it can only be resolved for certain purposes, for example to grant subscription rights to creditors of financing instruments or to prepare a merger of several companies. With authorised capital, the articles of association can empower management for a maximum of five years to increase the share capital by up to half. Authorised capital of this kind can be useful for start-ups, for example when investors join gradually or employee participation programmes are planned.
If the articles of association provided for it before the shares concerned were taken over, the FlexCo can also compulsorily redeem shares. In addition, there are financing instruments such as convertible or profit-sharing bonds, option bonds and participation rights (Genussrechte). They may only be issued on the basis of a shareholder resolution, and an authorisation of management for this is valid for no more than five years.
FlexCo or GmbH? The comparison
A direct comparison of FlexCo vs GmbH shows where the legal forms are the same and where they are not. The main points according to the FlexKapGG and the WKO:
| FlexCo | GmbH | |
|---|---|---|
| Minimum share capital | 10,000 euros | 10,000 euros |
| Minimum capital contribution | 1 euro | 70 euros |
| Articles of association | Notarial deed, except simplified founding | Notarial deed, except simplified founding |
| Transfer of shares | Notarial deed or deed by a notary or lawyer | Notarial deed |
| Shares without voting rights for employees | Company value shares up to just under 25 percent | No company value shares |
| Written votes | Also without everyone’s consent if the articles provide for it | Only with everyone’s consent |
| Authorised and conditional capital | Possible | Not provided for |
| Taxes | Corporate income tax as for the GmbH | Corporate income tax |
The same basic rules apply to both forms for liability, taxes and social insurance, with exceptions for value-share holders. The founding process is largely the same for both forms; the differences lie mainly in the articles of association. Which legal form suits a particular case depends on the plans for employees and investors and can only be judged case by case.
Founding a FlexCo: process and costs
Founding a FlexCo essentially works like founding a GmbH, with a different suffix in the name and the special clauses in the articles. According to the WKO, it works like this:
Draw up the articles of association as a notarial deed, or the declaration of establishment for a single person. Under certain conditions, a simplified founding without a notary is possible.
Pay in at least €5,000 in cash in total, which is half of the minimum share capital, proven with a bank confirmation.
File the application with the commercial register. The company only comes into being with the entry.
For commercial activities, register the trade in the name of the FlexCo, only after the entry, and appoint a managing director under trade law.
Report the opening of the business to the tax office and complete the tax registration.
When it comes to costs, the WKO makes no distinction between the GmbH and the FlexKap. It gives around €100 to €150 for a declaration of establishment with the legal minimum content, around €500 to €1,000 with additional provisions by the notary, and at least €2,000 with two or more shareholders. The commercial register entry costs around €450; under the New Business Promotion Act (NeuFöG), this fee can be waived. Clauses on company value shares or authorised capital usually make the articles more extensive.
Simplified founding without a notary
Like a GmbH, a FlexCo can also be founded in a simplified way under section 4 FlexKapGG. The GmbH Act ties this to narrow conditions: the sole shareholder is a natural person and at the same time the sole managing director, and a credit institution takes care of identification, the bank confirmation and the specimen signature. The declaration of establishment is then limited to a standardised minimum content and is submitted electronically via the Business Service Portal (Unternehmensserviceportal, USP), in practice with ID Austria. Later changes to the articles of association again require the prescribed form.
Taxes and social insurance
According to the WKO, the FlexCo is taxed in the same way as a GmbH. The profit is subject to corporate income tax of 23% (as of 2026). Even without profit, a minimum corporate income tax of 5% of the statutory minimum share capital applies, which is currently €500 a year or €125 per quarter. Profit distributions are subject to withholding tax on capital income (KESt), currently 27.5%. Salaries that shareholders pay themselves for their work in the company are subject to wage tax or income tax, depending on the case.
According to the SVS, the same rules apply to social insurance as for a GmbH. Anyone who is only a shareholder of a FlexCo is generally not compulsorily insured. Managing shareholders of a FlexCo with commercial activities, on the other hand, are compulsorily insured under the Commercial Social Insurance Act (GSVG), unless they are insured as employees under the ASVG in that role. If the FlexCo has no trade licence, managing shareholders are insured under the GSVG as new self-employed persons (Neue Selbständige), provided their income from this activity exceeds the insurance threshold.
Conversion between GmbH and FlexCo
An existing GmbH does not have to be founded anew to become a FlexCo. The FlexKapGG allows conversion in both directions by resolution of the general meeting; the rules on amending the articles of association apply. Conversion between the FlexCo and a stock corporation is also provided for.
In short: The FlexCo builds on the GmbH and leaves more room, above all for employee participation, share transfers and capital for investors. Minimum share capital, taxes and social insurance are the same as for the GmbH.
A business account for day-to-day business
After the entry, a corporation usually needs an account for day-to-day business. Vivid offers a business account for the self-employed and companies in Austria; in the online application, legal forms such as the GmbH and the AG can be selected, among others. The application itself shows which legal forms can open an account. Vivid does not offer an account for a company in formation in Austria; independently of this, the share capital is paid in at a credit institution before the company is filed with the commercial register. Opening the account itself costs nothing. What the business account offers:
Even on plans without a monthly fee, individual services can incur charges. These include additional cards, cash withdrawals above certain allowances or premium features from higher plans.
Vivid at a glance: an online business account for companies in Austria, from €0 a month on the Free Start plan and with invoicing directly in the account.
The Vivid business account for companies
Plans from €0 a month. The online application shows which legal forms can be selected.
Frequently asked questions
What is a FlexCo?
The flexible limited company, a corporation under the FlexKapGG. The GmbH rules apply to it unless the act provides otherwise.
How much share capital does a FlexCo need?
At least €10,000, of which at least €5,000 in total must be paid in cash. Each individual capital contribution only has to be at least €1.
What are company value shares?
Shares without voting rights but with a claim to profit and liquidation proceeds. They may not reach 25% of the share capital and, according to the WKO, are suited above all to giving employees a stake.
What distinguishes the FlexCo from the GmbH?
Above all the minimum capital contribution of €1, the company value shares, the simpler form of share transfer and instruments such as authorised capital.
Does a FlexCo need a notary?
For the articles of association, yes, except with the simplified founding by a single natural person. For share transfers, on the other hand, a deed by a lawyer who explains the legal consequences is also enough.
Can a GmbH be converted into a FlexCo?
Yes, by resolution of the general meeting; the rules on amending the articles of association apply. Conversely, a FlexCo can also become a GmbH.
Since when has the FlexCo existed?
The Flexible Companies Act came into force on 1 January 2024. Since then, companies can be founded in this legal form.
This article is for general information only and is not legal or tax advice. The rules and amounts mentioned come from the Flexible Companies Act and from the information published by the Austrian Economic Chamber and the Social Insurance Institution for the Self-Employed; for a specific case, a notary, a law firm or a tax adviser is the right point of contact. Payment services are provided by Vivid Money S.A., 21 rue Glesener, Luxembourg, L-1631, Luxembourg, an Electronic Money Institution authorized and regulated by the Commission de Surveillance du Secteur Financier, Luxembourg, under the register number W00000015.
