Two founders want to build a business together and keep their private assets apart from the risks of running it. For them, the limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) is an obvious choice. Starting a GmbH in Austria, however, takes more steps than a sole proprietorship: notary, share capital, commercial register, trade licence and tax office come in a fixed order.
If you want to start a GmbH, this guide walks through the process step by step, the share capital rules since 2024, the costs according to the Austrian Economic Chamber (Wirtschaftskammer Österreich, WKO) and the simplified founding without a notary. It also covers the social insurance of managing directors, the difference from the new FlexCo and a suitable business account. The information comes from the WKO and the Austrian GmbH Act (GmbHG).
Key points at a glance:
- For a GmbH formation in Austria, the rule is: the GmbH only comes into being when it is entered in the commercial register (Firmenbuch); anyone acting in its name before that is personally liable.
- Since 1 January 2024, the share capital has been at least €10,000; at least €5,000 of it must be paid in cash before the application.
- The articles of association require a notarial deed. A single natural person can, under certain conditions, found the GmbH in a simplified way and without a notary.
- The WKO puts the commercial register entry at around €450; the New Business Promotion Act (Neugründungs-Förderungsgesetz, NeuFöG) can waive this fee.
- According to the WKO, the minimum corporate income tax is currently €500 a year, even without profit.
What is a GmbH in Austria?
A GmbH in Austria is a corporation and a legal entity with its own legal personality. It can enter into contracts, acquire rights, sue and be sued. Its share capital is made up of the shareholders’ capital contributions (Stammeinlagen). Unlike a general or limited partnership (OG, KG), a GmbH can also be set up by a single person. In such a single-member GmbH, the declaration of establishment of the company (Erklärung über die Errichtung der Gesellschaft) takes the place of the articles of association.
In principle, only the company is liable for its debts, with its assets. The shareholders are only liable for raising the agreed share capital. For the time before that, the GmbHG sets out the liability of those who act: the company does not exist as such before it is entered in the commercial register, and anyone who acts in its name beforehand is personally and jointly liable.
The GmbH is run by at least one managing director (Geschäftsführer). This can be a shareholder or an outside person, but only a natural person. If several managing directors are appointed and the articles say nothing else, they represent the company jointly. They are liable to the company for mistakes in management if they breach the diligence of a prudent businessperson.
Share capital since 2024: 10,000 euros
Since 1 January 2024, the minimum share capital of a GmbH has been €10,000. Under the GmbHG, each individual capital contribution must be at least €70, and at least half of the share capital has to be raised through cash contributions. Before the application to the commercial register, at least €5,000 in total must have been paid in on the cash contributions, and at least a quarter on each one. Instead of money, shareholders can also make contributions in kind; if the stock corporation law rules on founding with contributions in kind are met, the GmbHG does not apply the half-in-cash rule.
The former founding privilege (Gründungsprivilegierung) is therefore obsolete. Because the minimum share capital of a GmbH in Austria has been €10,000 since 1 January 2024 anyway, the WKO says statutory rules for it are no longer needed. Existing GmbHs with the founding privilege have to remove these provisions from their articles of association as soon as they amend them.
GmbH or sole proprietorship?
Whether a GmbH or a sole proprietorship fits better depends above all on liability, effort and taxes. The main differences according to the WKO:
| GmbH | Sole proprietorship | |
|---|---|---|
| Coming into being | On entry in the commercial register | In principle with the trade registration |
| Liability | In principle only the company’s assets | Unlimited, including private assets |
| Founding | Notarial deed, except for simplified founding; 10,000 euros share capital | Quick and simple |
| Tax on profit | Corporate income tax, plus withholding tax on capital income (KESt) on distributions | Income tax |
| Accounting | Annual financial statements, filed with the commercial register | Balance sheet only above certain turnover thresholds |
For a sole proprietorship, the WKO says fees only arise if it is entered in the commercial register. A GmbH adds the notarial deed and the registration, but in return the shareholders’ private assets are in principle kept out of liability. The choice of legal form also has tax consequences that can only be assessed case by case.
Starting a GmbH: the steps
Founding follows a fixed order, because the entry in the commercial register requires certain documents. Anyone who wants to start a company in Austria and chooses the GmbH goes through these steps, according to the WKO and the GmbHG:
The WKO advises clearing the intended name with the commercial register court in advance. For some activities, the location needs suitable zoning or an operating facility permit.
The articles of association, or the declaration of establishment for a single person, are drawn up as a notarial deed. The managing directors are appointed in it or by resolution.
At least 5,000 euros are paid in cash to an account with a credit institution or to the notary’s escrow account. The payment is confirmed in writing.
All managing directors sign the application with certified signatures; usually the notary files it. The GmbH comes into being with the entry.
For commercial activities, the trade licence is issued in the name of the GmbH. The registration needs the commercial register extract; the registration itself is free of charge.
Within one month of the trade registration, the opening of the business is reported with form Verf 15.
Articles of association and declaration of establishment
It all starts with the articles of association or, in a single-member GmbH, the declaration of establishment of the company. Under the GmbHG, both require the form of a notarial deed. The notarial deed can also be executed electronically using an electronic means of communication. The law sets the minimum content:
Beyond that, many articles set out who manages and represents the GmbH, how the general meeting works, how resolutions are passed and how profit is distributed. The company name must include the words «Gesellschaft mit beschränkter Haftung» or an abbreviation such as GmbH. A personal name, a descriptive name or a made-up name are all possible; names of people who are not shareholders may not be part of the company name.
Paying in the share capital and the bank confirmation
The money for the cash contributions goes, before the application, to an account of the company or of the managing directors, and under the GmbHG this must be with an Austrian credit institution or a CRR credit institution. Alternatively, it can go to the notary’s escrow account. The money must be at the free disposal of the managing directors. The payment is proven with a written confirmation from the credit institution, the so-called bank confirmation (Bankbestätigung), or from the notary as trustee; it is attached to the application to the commercial register.
Commercial register, trade licence and tax office
All managing directors sign the application to the commercial register, and their signatures are certified by a notary or a court. Attached are, among other things, the articles of association as a notarial copy, the resolution appointing the managing directors, the bank confirmation and the managing directors’ specimen signatures. The GmbH comes into being with the entry; the WKO calls this a constitutive entry.
For commercial activities, the GmbH needs its own trade licence; a shareholder’s trade licence is not enough. It also appoints a managing director under trade law (gewerberechtlicher Geschäftsführer) who meets the requirements for the trade. This can be the managing director under company law or a fully socially insured employee who works in the business for at least half of the normal weekly working hours. With the trade registration, the GmbH becomes a member of the Economic Chamber. Within one month after that, it reports the opening of the business to the tax office with form Verf 15.
Simplified founding: starting a GmbH without a notary
The GmbHG provides for a simplified GmbH formation without a notary in one narrowly defined case. The sole shareholder must be a natural person and at the same time act as the sole managing director. The declaration of establishment is limited to a standardised minimum content. Founding requires an electronic signature, in practice ID Austria.
The process starts at the credit institution. There, the founder identifies herself with an official photo ID, pays in the capital contribution and gives her specimen signature; under the GmbHG, €5,000 of the €10,000 must be paid in cash here too. Once released from banking secrecy, the credit institution sends the bank confirmation, a copy of the photo ID and the specimen signature electronically and directly to the commercial register. The WKO recommends checking beforehand whether the credit institution offers this service.
After that, the GmbH is founded online: via the Business Service Portal (Unternehmensserviceportal, USP), the founder enters the company name, registered office, object of the business and the other details and sends the declaration of establishment and the application electronically to the commercial register, according to the WKO within a few days of the bank confirmation being issued. The court fees do not apply if the NeuFöG applies. The simplification only covers the new formation: later amendments to the articles of association again require a notarial deed.
How much does it cost to start a GmbH in Austria?
What it costs to start a GmbH depends above all on the articles of association. For a GmbH formation in Austria, the WKO gives the following costs as approximate figures:
| Item | Cost according to the WKO (approx.) |
|---|---|
| Declaration of establishment of a single-member GmbH with the legal minimum content | 100 to 150 euros |
| Single-member GmbH with some additional provisions by the notary | 500 to 1,000 euros |
| GmbH with two or more shareholders | From 2,000 euros |
| Trade registration | Free of charge, with exceptions under special laws |
| Entry of the GmbH in the commercial register | Around 450 euros |
On top of this comes the share capital, which is not a cost item, though: it remains the company’s assets. When it comes to fees, the New Business Promotion Act helps. New businesses do not pay, among other things, the fees for the entry in the commercial register. This requires an advice confirmation from the Economic Chamber on the NeuFöG form, which is submitted with the application; the WKO Vorarlberg advises checking in advance whether the support will be granted in the individual case. The WKO expressly counts legal advice among the costs of a GmbH formation, because the articles of association are usually drawn up by a law firm or a notary.
Running costs: minimum corporate income tax and annual accounts
The GmbH is a taxpayer in its own right. According to the WKO, its profit is taxed at 23% corporate income tax (Körperschaftsteuer, KöSt), as of 2026. The minimum corporate income tax (Mindest-KöSt) is €500 a year and has to be paid even if the company makes no profit. If the GmbH distributes profits to the shareholders, it withholds 27.5% tax on capital income (Kapitalertragsteuer, KESt) and pays it to the tax office.
In addition, every GmbH has to prepare annual financial statements. The managing directors present them within the first five months of the financial year, the general meeting reviews and approves them within the first eight months, and they are filed with the commercial register no later than nine months in. Missing these deadlines can, among other things, trigger liability. Bookkeeping and the annual accounts therefore belong in the plan from the start.
Social insurance of managing directors
Being a shareholder alone does not trigger compulsory social insurance. It is different when someone also runs the GmbH. According to the WKO, the insurance then depends above all on the stake in the share capital:
| Managing director | Insurance according to the WKO |
|---|---|
| Without a stake (external managing director) | As a rule under the ASVG as an employee, with the ÖGK |
| Stake up to and including 25 percent | As a rule under the ASVG as a genuine employee |
| Stake over 25 and under 50 percent | Under the ASVG only if there are features of dependent employment, otherwise under the GSVG with the SVS |
| Stake of 50 percent or more | No compulsory ASVG insurance, under the GSVG with the SVS |
With a stake between 25 and 50 percent, a blocking minority rules out ASVG insurance because of the controlling influence. Profit distributions to shareholders who are not also managing directors are not subject to social insurance. Distributions to managing shareholders insured under the GSVG, on the other hand, are subject to social insurance. Anyone who hires staff registers them with the Austrian Health Insurance Fund (Österreichische Gesundheitskasse, ÖGK) before they start work.
GmbH or FlexCo?
With the flexible limited company (Flexible Kapitalgesellschaft, FlexKapG or FlexCo), the legislator introduced an alternative in 2023 that, according to the WKO, is meant above all to give innovative start-ups in their early phase an internationally competitive option. The GmbH rules apply to it unless the Flexible Companies Act provides otherwise. The main differences according to the WKO:
| GmbH | FlexCo | |
|---|---|---|
| Minimum share capital | 10,000 euros | 10,000 euros |
| Minimum capital contribution per shareholder | 70 euros | 1 euro |
| Articles of association | Notarial deed, except simplified founding | Notarial deed, except simplified founding |
| Transfer of shares | Notarial deed | A deed by a notary or lawyer is enough |
| Employee participation | Through ordinary shares | Also through company value shares with limited rights |
On top of that, the FlexCo offers further financing tools such as authorised capital. This can be useful for start-ups when investors join gradually or employees are to be given a stake. The two forms do not differ in minimum share capital: both require €10,000.
In short: A GmbH comes into being with the entry in the commercial register once at least €5,000 of the €10,000 share capital has been paid in. On an ongoing basis, a minimum corporate income tax of currently €500 a year applies.
A business account for the GmbH
As soon as the GmbH is entered in the commercial register, it needs an account for day-to-day business. With Vivid, a registered GmbH can open a business account online; Vivid does not offer an account for a GmbH in formation in Austria. Independently of this, the share capital is paid in with a credit institution before the application, as the GmbHG requires. Opening the account itself costs nothing. What the account offers the GmbH:
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 registered GmbHs in Austria, from €0 a month on the Free Start plan and with invoicing directly in the account.
An account for the registered GmbH
Open the Vivid business account online as soon as the GmbH is in the commercial register.
Frequently asked questions
How do I start a GmbH in Austria?
With articles of association as a notarial deed, payment of at least €5,000 share capital and the application to the commercial register. After that come the trade registration and the notification to the tax office.
How much share capital does a GmbH need?
Since 2024, at least €10,000. Of this, at least €5,000 must be paid in cash before the application to the commercial register.
How much does it cost to found a GmbH?
For the articles, the WKO gives €100 to €150 for a simple declaration of establishment and at least €2,000 with several shareholders. On top come around €450 for the commercial register entry. With the NeuFöG, the registration fee can be waived.
Can I start a GmbH on my own?
Yes. In a single-member GmbH, the declaration of establishment of the company replaces the articles of association. The founder can also appoint themselves as managing director.
Is founding possible without a notary?
Yes, with the simplified founding. It is open to a single natural person who is also the sole managing director, and it runs via a credit institution and the USP.
When does the GmbH come into being?
With the entry in the commercial register; the WKO calls this a constitutive entry. Anyone who acts in the company’s name before that is personally liable.
What is the minimum corporate income tax?
A minimum amount of corporate income tax that every GmbH pays, even without profit. According to the WKO, it is currently €500 a year.
This article is for general information only and is not legal or tax advice. The rules, deadlines and amounts mentioned come from the information published by the Austrian Economic Chamber and from the GmbH Act; for your own 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.
