Company formation in Austria: registering a GmbH

Share Capital — What Changed in 2024

The GmbH's Stammkapital — its statutory share capital — is set at a minimum of EUR 10,000, effective 1 January 2024, per the Chamber of Commerce. At least half, EUR 5,000, must be paid into the company's bank account in cash before the Firmenbuch will process registration; the remainder may be contributed later or in kind, subject to independent valuation for non-cash contributions.

The threshold followed a company-law reform effective on that date; older material still in circulation, including an earlier version of this page, quotes a higher pre-reform figure — check the date before relying on any different number.

For an Austrian Aktiengesellschaft (AG), the threshold is materially higher: EUR 70,000 minimum, with a quarter — EUR 17,500 — paid in cash at founding. Compare the GmbH with the AG and the newer FlexCo on our legal forms page if you are not yet committed to a structure.

The Formation Sequence

Formation of an Austrian GmbH follows a fixed sequence rather than a single filing. Each stage produces a document the next stage depends on, so the order below is not optional.

Is a Notary Required?

The Firmenbuch will not register a GmbH without either a notarial deed or, for a narrow category of founders, a specific electronic alternative — this is the single most misunderstood step in the process.

As a general rule, the Gesellschaftsvertrag must be executed as a notarial deed, and § 4 Abs 3 GmbHG says so in terms. The same provision adds two things worth knowing before booking a flight. The deed may be executed electronically using an electronic means of communication under § 69b of the Notariatsordnung — so the Act does not require your physical presence, though the identification method is set by the acting notary and should be confirmed with them specifically. And where a representative signs instead, the statute requires a special certified power of attorney issued for that single transaction, attached to the deed; a general power of attorney does not satisfy it.

The same section fixes what the deed has to contain: the company name and registered seat, the object of the business, the amount of the share capital, and the contribution each shareholder makes (§ 4 Abs 1). Anything in the articles that contradicts the Act has no legal effect.

A simplified, notary-free electronic route exists via the Chamber of Commerce's formation guidance, but its conditions are narrow. It applies only where one natural person is simultaneously sole shareholder and sole managing director — a two-founder GmbH, or one with a corporate shareholder, does not qualify. The founder needs an electronic signature (ID Austria) and files through the Unternehmensserviceportal. The simplification covers only the initial formation: any later amendment to the Articles of Association requires a notarial deed. Bank identity checks still apply at account opening, and the capital requirement is unchanged: EUR 10,000 minimum, EUR 5,000 cash.

Most GmbHs with more than one founder — including a foreign parent company as sole corporate shareholder with a separate individual as director — go through the standard notarial route, because the electronic path closes the moment shareholder and director are not the same natural person.

The Trade-Licence Managing Director

Austrian trade law requires certain businesses to nominate a gewerberechtlicher Geschäftsführer — a trade-licence managing director — separately from the GmbH's own company-law director (the handelsrechtlicher Geschäftsführer named in the Articles of Association and recorded in the Firmenbuch). The two roles can be held by the same person, but they do not have to be, and for a foreign founder they often are not.

The company-law director runs the GmbH as a legal entity: signs contracts, represents the company, appears in the Firmenbuch. The trade-licence director is the person the trade authority (Gewerbebehörde) holds responsible for the business being conducted lawfully under its specific trade licence — accounting, catering, and construction each sit under their own category, with qualification requirements set by the Gewerbeordnung (Trade Act). A foreign director who does not personally meet those expectations cannot self-certify around this; the business needs a second person appointed to the role.

This is the requirement most foreign founders miss, because nothing about GmbH company law flags it — capital, notary, and Firmenbuch are handled on the company-law side, while the trade-licence director is a separate registration tied to the business activity. Requirements differ by trade category, so check the specific licence before assuming your qualifications, or your intended director's, are sufficient.

Non-Resident Founders

Non-resident founders form the majority of our GmbH clients, and their most common question — can one non-EU individual be both sole shareholder and sole director — is answered less clearly than most online guidance suggests.

Company law itself does not address nationality. The GmbHG imposes no nationality or residency requirement on shareholders or directors that we have found, and the Chamber of Commerce's own GmbH overview confirms a single shareholder (Alleingesellschafter) may form the company without addressing citizenship either way. That is silence, not a guarantee — absence of a restriction is not a published rule permitting it, so we treat it as market practice, not statutory permission.

Immigration law is explicit, but only once you actually work here. A third-country national pursuing self-employed activity in Austria for longer than six months needs a residence title (Aufenthaltstitel) under the NAG — typically the Rot-Weiß-Rot Karte for self-employed key workers (subject to a labour-market benefit assessment), the Aufenthaltsbewilligung Selbständige, or, after two years, a Niederlassungsbewilligung. Unsettled in our source: whether that six-month trigger is reached merely by being registered as director on paper — signing remotely, never physically present — or only by physically working here for more than six months. This matters if your plan is to hold the role without relocating; put it to a lawyer before acting on an assumption.

A separate 25% figure belongs to tax law, not immigration law, and the two are easy to conflate. Austrian payroll practice treats a managing director holding more than 25% of the company as generally not receiving dependent-employment income for wage-tax purposes — a threshold from the Chamber of Commerce's payroll guidance. This is sometimes cited as evidence that a large shareholding also exempts the director from work-permit requirements under separate employment law (the Ausländerbeschäftigungsgesetz), but we could not verify that second claim against the underlying statute — the two thresholds are not necessarily identical under two different laws. Do not rely on "25% ownership means no work permit" without checking the actual statute.

A non-resident founder on the standard notarial route should expect to prepare:

• A passport copy, notarised and apostilled in the country of residence.
• A notarised, apostilled power of attorney if you will not attend the notarial appointment in person.
• Proof of address and, for a corporate shareholder, a certificate of incorporation and register extract.
• A decision on who holds the trade-licence managing director role, if not you (see above).

The Firmenbuch — Austria's Company Register

The Firmenbuch is Austria's commercial register — the central record of every company incorporated in the country, maintained by the regional commercial courts. It is often described as the nearest Austrian equivalent to the UK's Companies House or Germany's Handelsregister, though it is a separate national system with its own courts and procedure.

Once a GmbH is entered, the following become part of the public record, searchable by anyone: company name, registered seat, business object, share capital, shareholders and their shareholdings, and the managing director or directors. There is no private or nominee entry in the register itself — privacy for a beneficial owner has to be structured around the Firmenbuch, not inside it.

What is public goes further than the register entry itself. Section 9(1) UGB entitles anyone to inspect both the Hauptbuch — the register — and the Urkundensammlung, the collection of documents filed with it, where the Articles of Association and the annual accounts sit. And § 34(1b) FBG requires that a free short extract be offered for a single query, carrying nine specified fields: name and legal form, seat and business address, Firmenbuch number and EUID, website if registered, insolvency or winding-up entries, line of business, the names and dates of birth of the persons authorised to represent with the type of that authority, liquidators, and branches. Anyone checking your company can therefore see who may sign for it without paying anything.

Firmenbuch registration is also what gives the company its legal personality — before entry, a "GmbH in Gründung" cannot yet act as a fully separate legal person.

Costs and Official Fees

The Firmenbuch charges a registration fee of approximately EUR 450 for entering a new GmbH, per the Chamber of Commerce's published estimate — this covers the court's filing and entry fee, not the notary's separate charge. The notary's fee follows a statutory tariff (the Notariatstarifgesetz) tied to the value of the share capital, not freely negotiable — get a same-week quote from the notary handling your file rather than trusting a fixed figure quoted online.

A genuine new formation — not a change of legal form or an ownership transfer — may also qualify for relief under the Neugründungs-Förderungsgesetz (NeuFöG): exemption from the Firmenbuch court fees and certain stamp duties, plus relief on employer FLAF contributions for the month of formation and the following 35 months, provided you have not run a comparable business, in Austria or abroad, in the preceding five years.

These are the official, government-side costs — for professional fees and what a full-service formation package includes, see prices.

Formation Timelines

No Firmenbuch court or government portal publishes an official processing-time commitment for GmbH registration, and this page will not invent one. The honest answer: timing depends on how quickly the notarial deed (or qualifying electronic filing) is executed, how quickly the bank confirms the capital deposit, and the court's own workload — any of the three can be the bottleneck.

Estimates that circulate outside official sources — typically several weeks in total — are not government figures and should be treated as a planning assumption, not a commitment. The most reliable way to shorten the timeline is the one within your control: submit a complete file the first time. The next section covers what happens when that does not happen.

What Happens When It Goes Wrong

Rejection and delay are the parts of GmbH formation that competitor pages tend to leave out. Four situations account for most of what actually goes wrong.

• The company name is rejected. The Firmenbuch refuses names not sufficiently distinct from an existing registered company, or considered misleading about the business's size, nature, or scope. Prepare two or three alternative names before filing, not after.
• The bank declines to open the capital account. Banks run their own compliance checks independently of the Firmenbuch process and can decline a formation-capital account without fully explaining why — an unclear source-of-funds picture or an uncomfortable shareholder structure are common triggers. Because the capital confirmation is a precondition for registration, a declined account stops the whole file. See our guide to opening a bank account in Austria for what banks expect from non-resident applicants.
• Apostille or notarisation is incomplete. A passport copy or power of attorney that is notarised but not apostilled — or apostilled in the wrong sequence — is one of the most common reasons a complete-looking file is sent back. The requirement is set by the destination, not the origin: confirm what the receiving notary or court expects before documents are executed abroad.
• A director cannot attend and there is no valid power of attorney in place. Without personal attendance or a specific, properly notarised and apostilled power of attorney, the notarial appointment cannot proceed — an avoidable, entirely preventable cause of delay.

None of these situations is unusual, and none is fatal — they add time, occasionally cost, and sometimes a change of bank. Each is knowable and largely avoidable in advance, which is why we ask for a complete document set before submitting anything.