Flexible Kapitalgesellschaften – Stellungnahme zum FlexKapG-Entwurf im Gesellschaftsrechts-Änderungsgesetz 2023 (Flexible Corporations - Statement on the FlexKapG Draft in the Company Law Amendment Act 2023)

Abstract

Austrian corporate law has long been marked by a need of reform. This was particularly evident for stock corporations (Aktiengesellschaften, AG), but the law on private limited companies (Gesellschaften mit beschränkter Haftung, GmbH) too is need of an update. While private limited companies offer a somewhat greater flexibility for founders, some points under the current law have remained contentious (formal requirements, minimum capital, and employee participation without voting rights). A reform of the law (GmbH-Gesetz) had faced formidable political obstacles and therefore, a new and more flexible company (FlexKapG) has been proposed. This paper comments on key aspects in the legislative draft.

Note: Downloadable document is in German.

Keywords: legal capital, notarization, companies register, substantive examination, minimum capital, private limited company, start-up, employee share plans