The minimum capital required to start a company in Austria depends on the legal form you choose. For the most common structure used by foreign founders - the Gesellschaft mit beschränkter Haftung, or GmbH - the statutory minimum share capital is EUR 35,000, of which at least half must be paid in cash at the time of registration. For a simpler variant introduced to reduce the entry barrier, the GmbH light (GmbH-Gründungsprivilegierung) allows founders to defer a portion of the contribution during an initial period. This guide covers minimum capital austria rules across the main entity types, what must actually be deposited, how the rules work in practice, and what foreign founders frequently get wrong.
The GmbH is governed by the Gesetz über Gesellschaften mit beschränkter Haftung (GmbHG), Austria';s core statute for limited liability companies. Under this law, the minimum share capital is EUR 35,000. Each shareholder';s contribution must be at least EUR 70. At the time of registration with the Firmenbuch - Austria';s commercial register maintained by the regional courts - at least half of the total subscribed capital, meaning EUR 17,500, must have been paid in. The remaining half can be called up later by the managing directors as the company';s needs require.
The paid-in capital must be deposited into a dedicated bank account opened in the company';s name before the registration application is submitted. The bank issues a confirmation letter, which the notary attaches to the formation documents. A common mistake among foreign founders is assuming that the capital can be deposited after registration or that a personal account will suffice. Neither is correct. The account must be a corporate account held in the name of the company under formation, and the bank confirmation is a mandatory exhibit.
The Firmenbuch court reviews the formation documents, including the notarially certified articles of association, the managing director';s declaration of acceptance, and the bank confirmation. Registration typically takes between one and three weeks from the date the complete application is filed. Delays most often arise from incomplete documentation or discrepancies between the articles and the shareholder list.
Austrian law introduced a privileged formation mechanism - the GmbH-Gründungsprivilegierung - to make incorporation more accessible for early-stage ventures. Under this mechanism, founders can register a GmbH with a minimum paid-in capital of EUR 10,000, of which at least EUR 5,000 must be in cash. The remaining statutory capital is treated as a deferred obligation that must be fulfilled within ten years of registration.
During the privileged period, the company';s articles of association must explicitly state that the formation is privileged. The liability of shareholders during this period is limited to their actual contributions rather than the full statutory minimum. Once the ten-year period expires, or if the company voluntarily converts to standard formation, the full EUR 35,000 must be in place. In practice, many founders use the privileged route to preserve liquidity in the early months, then build up the capital as the business generates revenue.
A non-obvious requirement is that the privileged formation still requires a notarially certified deed. The notarial fees are calculated on the basis of the nominal capital, so the cost saving on capital is partially offset by the professional fees involved. Founders should factor this into their budget from the outset.
Austria offers several other legal forms, each with its own capital framework.
For most foreign founders seeking limited liability and a credible corporate structure, the GmbH or the AG are the relevant options. The AG is typically reserved for larger ventures or those planning to raise equity from multiple investors, given its higher capital threshold and more complex governance requirements under the Aktiengesetz.
If you are weighing which entity best fits your business model and capital position, we can help structure the setup correctly the first time. Contact us at info@vlolawfirm.com.
Austrian law distinguishes between cash contributions (Bareinlagen) and contributions in kind (Sacheinlagen). Cash contributions are straightforward: funds are wired to the company';s formation account and the bank issues a confirmation. Contributions in kind - such as intellectual property, equipment, or real estate - are subject to a more demanding process.
For a Sacheinlage to be accepted, the asset must be independently valued by a court-appointed expert or a qualified auditor. The valuation report must confirm that the asset';s value equals or exceeds the nominal contribution it is meant to cover. The Firmenbuch court reviews the report as part of the registration process. A common mistake is overvaluing contributed assets without independent verification, which can lead to the court rejecting the contribution or requiring supplementary cash payment.
Loans from shareholders to the company do not count as equity capital and cannot substitute for the minimum contribution. Similarly, a shareholder';s promise to contribute in the future - without actual transfer of funds or assets - does not satisfy the paid-in requirement. In practice, founders should ensure that the capital is genuinely available and transferred before the notarial deed is executed, not merely promised.
Registering with the required minimum capital is only the first step. Austrian company law imposes ongoing capital maintenance obligations that foreign founders often underestimate. Under the GmbHG, a GmbH may not distribute profits to shareholders if doing so would reduce the company';s net assets below the statutory minimum capital. Managing directors who authorise unlawful distributions face personal liability.
The annual financial statements, which must be prepared in accordance with the Unternehmensgesetzbuch (UGB) - Austria';s commercial code - and filed with the Firmenbuch, serve as the primary mechanism for monitoring capital adequacy. Companies above certain size thresholds must have their accounts audited by a certified Austrian auditor (Wirtschaftsprüfer). Smaller GmbHs below the thresholds are exempt from mandatory audit but must still prepare and file annual accounts.
If a company';s net assets fall below half of the registered share capital, the managing directors are legally required to convene a general meeting of shareholders and report the situation. Failure to act promptly in such circumstances can result in personal liability for the managing directors under Austrian insolvency law, specifically the Insolvenzordnung. Many foreign founders are unaware of this obligation until they face a loss-making period, which makes early legal advice particularly valuable.
Scenario one: a solo founder launching a digital services business. A single founder from outside the European Union wants to set up an Austrian GmbH to serve European clients. She opts for the GmbH-Gründungsprivilegierung to minimise upfront capital. She deposits EUR 5,000 into a formation account, engages a notary to certify the articles of association, and files the registration application with the Vienna Commercial Court. Registration is completed within two weeks. She plans to top up the capital to EUR 35,000 over the following years as the business grows. The key practical point is that her articles must explicitly reference the privileged formation, and she must track the ten-year deadline carefully.
Scenario two: a joint venture between two foreign companies. Two non-Austrian companies wish to establish a GmbH in Austria as a joint venture vehicle, each holding 50 percent of the shares. They opt for standard formation with EUR 35,000 in share capital, split equally. Each parent company wires EUR 8,750 to the formation account, covering the required 50 percent paid-in minimum. The remaining EUR 17,500 is left as an uncalled obligation. The notary prepares a bilingual shareholders'; agreement alongside the articles of association. The Firmenbuch registration takes approximately two weeks. A practical consideration here is that the bank may require additional know-your-customer documentation from both foreign parent companies, which can add time to the process.
Does the minimum capital in Austria have to remain locked in the company account permanently?
No. Once the GmbH is registered and the Firmenbuch entry is made, the capital is released and becomes available for the company';s ordinary business purposes. The founders can use it to pay suppliers, cover operating costs, or invest in assets. The legal requirement is that the capital must be present and confirmed at the time of registration, not held in reserve indefinitely. What the law does require on an ongoing basis is that the company';s net assets do not fall below the statutory minimum as a result of distributions to shareholders.
How long does it take and what does it cost to meet the minimum capital requirement and complete registration?
The timeline from engaging a notary to receiving the Firmenbuch registration certificate is typically two to four weeks for a straightforward GmbH. The main variables are the speed of the bank in opening the formation account and issuing the confirmation, and the completeness of the documentation. In terms of cost, founders should budget for notarial fees, court registration charges, and professional advisory fees. These together typically run from the low to mid thousands of euros for a standard GmbH, depending on the complexity of the articles and whether translation of foreign documents is required.
Can a foreign national or a non-EU company be the sole shareholder and contribute the minimum capital?
Yes. Austrian law imposes no nationality or residency restriction on GmbH shareholders. A non-EU individual or a foreign company can hold 100 percent of the shares and contribute the full minimum capital. The bank opening the formation account will conduct standard anti-money-laundering checks, which may require certified copies of identity documents, proof of address, and corporate documentation for any legal entity shareholder. Some Austrian banks are more straightforward than others in onboarding foreign clients, so choosing the right banking partner early in the process is a practical consideration worth addressing before the notarial deed is signed.
Austria';s minimum capital rules are clear and well-established, but they carry practical implications that go beyond the headline figures. The GmbH requires EUR 35,000 in registered capital, with at least half paid in at formation, while the privileged formation route allows founders to start with EUR 10,000 paid in. Choosing the right structure, preparing the correct documentation, and understanding the ongoing capital maintenance obligations are all essential steps for a compliant and durable Austrian company.
VLO Law Firms advises international clients on minimum capital and company formation matters in Austria. We can assist with entity selection, preparation of formation documents, coordination with notaries and banks, and Firmenbuch registration. To request a consultation, contact: info@vlolawfirm.com