Austria’s new Flexible Company (FlexCo) structure represents a significant update to corporate law, aiming to foster a more flexible and appealing environment for business creation and expansion. Introduced under the Austrian Corporate Law Amendment Act of 2023, the FlexCo incorporates elements of both the Gesellschaft mit beschränkter Haftung (GmbH) and the Aktiengesellschaft (AG) structures, combining flexibility with reduced regulatory burdens for innovative business formations and expansions.
Key Aspects of the FlexCo:
- Entity Structure
Like the GmbH, the FlexCo requires only €10,000 in minimum capital—half of which must be paid in upon formation. However, unlike the GmbH, FlexCo shareholders can contribute as little as €1, making it an ideal structure for founders with limited initial capital. - Decision-Making & Voting
The FlexCo promotes more agile decision-making processes. It allows for circular resolutions and digital voting, requiring active participation without necessitating unanimous consent. This structure is designed to expedite decision-making without compromising shareholder involvement. - Streamlined Share Transfers
FlexCo enables share transfers through simplified private deeds overseen by a notary or lawyer, eliminating the traditional notarial deed requirements. This update is intended to reduce administrative burdens and expedite capital adjustments. - Flexible Capitalization
The FlexCo allows multiple classes of shares, including “company value shares” that focus on dividend and liquidation rights instead of voting. This offers a more nuanced approach to shareholder value without diluting control, making FlexCo attractive to venture capitalists and other investors interested in dividends without necessarily seeking voting rights. - Corporate Governance
With mandatory supervisory boards required only when companies exceed medium-size thresholds, the FlexCo reduces governance burdens relative to traditional structures. This flexibility makes it especially attractive to startups and smaller ventures. - Tax Incentives for Employee Participation
Aligning with Austria’s startup-friendly approach, FlexCo supports employee share ownership with tax deferrals, reducing the immediate tax burden on employee-held shares. This enhances the FlexCo’s appeal as a platform for rewarding key contributors without penalizing them financially.
How Aliant Can Support Your Transition to a FlexCo
Navigating the formation, structuring, and compliance requirements of a FlexCo requires careful legal guidance. Aliant can provide comprehensive support, from initial setup and regulatory compliance to customized share class structures and governance frameworks. With our deep expertise in corporate formation and international investment, Aliant ensures that companies leveraging the FlexCo structure are optimally positioned for growth and regulatory alignment in Austria’s evolving corporate landscape.
The FlexCo presents substantial opportunities for those looking to establish or expand operations in Austria. With streamlined processes, tax benefits, and governance flexibility, it is positioned to be a cornerstone for Austria’s corporate growth. Aliant is here to help businesses navigate the complexities of this new structure and maximize the advantages it offers.
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