Since Jan­u­ary 2024, the Flex­i­ble Com­pa­ny (Flex­Co) has been avail­able as a legal struc­ture under the new Flex­i­ble Com­pa­ny Act (FlexKapGG). It merges the legal cer­tain­ty of a GmbH with flex­i­bil­i­ty for growth, invest­ment, and inter­na­tion­al col­lab­o­ra­tion.

Naming and Capital Requirements

Flex­Cos must car­ry des­ig­na­tors such as Flex­Co, FlexKapG, Flex­i­ble Com­pa­ny, or Flex­i­ble Kap­i­talge­sellschaft. The min­i­mum share cap­i­tal is EUR 10,000, with only EUR 5,000 required as an upfront cash con­tri­bu­tion. Val­ue par­tic­i­pa­tion shares can be issued start­ing from just one euro­cent.

Taxation and Financial Benefits

The min­i­mum cor­po­rate income tax is EUR 125 per quar­ter. Prof­its are taxed at 23%, and div­i­dends at 27.5% cap­i­tal gains tax. No div­i­dend dis­tri­b­u­tion means no with­hold­ing tax. This trans­paren­cy and pre­dictabil­i­ty attract inter­na­tion­al busi­ness founders.

Value Participation Shares

Up to 24.9999% of share cap­i­tal may be issued as non-vot­ing val­ue par­tic­i­pa­tion shares, offer­ing prof­it rights with­out vot­ing priv­i­leges. They require no notar­i­al deed or com­pa­ny reg­istry entry, mak­ing them ide­al for employ­ee incen­tives and investor mod­els.

Governance and Flexibility

Larg­er Flex­Cos must appoint a super­vi­so­ry board. Cir­cu­lar res­o­lu­tions are allowed per the arti­cles. Share buy­backs are also per­mit­ted. Seam­less con­ver­sion between a GmbH and a Flex­Co is pos­si­ble with­out tax impli­ca­tions.

Managing Directors and Taxation

Man­ag­ing direc­tors are taxed sim­i­lar­ly to those in a GmbH. Depend­ing on their share­hold­ing per­cent­age, they are sub­ject to income or wage tax. Val­ue par­tic­i­pa­tion shares can shift this bal­ance.

Employee Participation Schemes

Employ­ees are usu­al­ly taxed upon sell­ing their shares, not upon receipt. Under cer­tain con­di­tions, side costs and social con­tri­bu­tions are reduced. This makes the Flex­Co attrac­tive for tal­ent reten­tion and equi­ty-based incen­tives.

Conclusion: A Strategic Model for Global Entrepreneurs

The Flex­Co struc­ture opens new doors for inter­na­tion­al founders enter­ing the Aus­tri­an mar­ket. Low entry bar­ri­ers, tax advan­tages, and flex­i­ble struc­tures make it a smart choice. Heinz Kobled­er – Tax Advi­sors is your reli­able fis­cal rep­re­sen­ta­tive in Aus­tria.