Comparison of Legal Forms

FlexCo or GmbH –

which is the better legal form?

Both legal forms have their advantages. Our detailed comparison helps you make the best decision for your company.

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The Short Form: FlexCo offers more freedom

We don't believe in long introductory texts - here are the general advantages of a FlexCo. GmbHs lack some functions but are the more recognized legal form (and thus cheaper to establish).

Minimum Share Capital

FlexCo

€10,000. At least €5,000 must be paid in cash (total).

GmbH

€10,000. At least €5,000 must be paid in cash (total).
Transfer of Shares

FlexCo

No notarial act required: legal or notarial document according to § 12 FlexKapGG (‘legal professional document’).

GmbH

Notarial act mandatory (§ 76 GmbHG)
Employee Participation

FlexCo

Company value shares (UWA) up to < 25% of the share capital; without voting rights, profit/exit participation; tag-along.

GmbH

No special class of non-voting shares.
Decision Making

FlexCo

Written voting in the general meeting allowed without unanimity, if regulated in the general meeting (§ 7). Non-uniform voting explicitly permitted (§ 8).

GmbH

Circular resolutions only possible in a limited way.
Capital Measures

FlexCo

Additional approved and conditional capital possible.

GmbH

Ordinary/book capital increase.

Alle Angaben ohne Gewähr. Individuelle Beratung empfohlen.

When the GmbH (despite FlexCo) makes sense

More Recognized Form

With traditional banks, corporations, or international stakeholders, 'GmbH' is immediately understandable; FlexCo is new (since 01.01.2024) and somewhat requires explanation. (Soft factor; legally equivalent.)

Jurisprudence

For the GmbH, there are decades of practice/jurisprudence; with FlexCo, some questions are still 'in flux' (initial comments & open points).

Rigid

If you are not planning an ESOP/VSOP or investor entries, the €1 share denomination and UWA provide no added value – the notarial act of the GmbH can offer 'desired friction' protection (transfers not 'too easy').

UGB Limit

If you scale quickly towards medium size (UGB thresholds), FlexCo requires a supervisory board (§ 6), while the GmbH does not per se.

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Multiple Awarded

FlexCo or GmbH - FirmaDigital.at