Dear Clients,
On May 26, 2023 a two-part "Start-up Package" was introduced in Austria. It consists of the draft "Company Law Amendment Act 2023 and the "Start-Up Promotion Act". The legislative package is intended to "promote innovation and facilitate start-ups".
Key Points
- There will be a new legal entity form: the "Flexible Capital Company"
- The minimum capital of the Flexible Capital Company is EUR 10,000
- Formal simplifications for the Flexible Capital Company
- Simplified and tax-privileged employee participation in the Flexible Corporation
- The minimum share capital for all limited liability companies will be reduced to EUR 10,000.
The new Flexible Corporation
The new flexible corporation ("FlexKapG" or "FlexCo") is intended to create a completely new legal form alongside the existing GmbH and AG.
Minimum capital of the flexible corporation
The FlexCo will have a minimum share capital of EUR 10,000 of which at least EUR 5,000 must be paid in at the time of formation.
Formal simplifications
The articles of association should provide simplifications, e.g. with regard to the adoption of resolutions in writing. A further simplification is that share transfers do not have to take the form of a notarial deed.
Furthermore certain capital measures that have so far only been regulated in the Companies Act (conditional capital increase, authorised capital) will be possible in the FlexCo.
Start-up employee share-ownership
The regulation is applicable to shares issued for the first time on or after 1 January 2024. Start-up employee participation can only be issued if the employer company does not exceed certain size criteria (e.g. no more than 100 employees). § Section 67a of the Income Tax Act will contain the tax provisions on when and to what extent preferential taxation of capital shares issued free of charge to employees will take place.
Minimum share capital
The minimum share capital for all GmbHs will be reduced from EUR 35,000 to EUR 10,000. Correspondingly the minimum corporate income tax will be reduced to EUR 500 p.a. A reduced prepayment for the 4th quarter of 2023, the planned entry into force of the reduction of the minimum share capital, will be provided for.
Review period
The review period for the "start-up package" ends on 07.07.2023. It remains to be seen whether legislation will be passed.
Best regards
Manfred Gross
Vienna, June 2023
