Table of contents
The Austrian government has defined and introduced a new company form which has been called FlexCo (FlexKap in the original German version) and which is based on the law of the GmbH, but offers more flexibility. It is a hybrid form between a limited liability company (GmbH) and a public limited company (AG). This new form of company was proposed through the FlexKapGG 3 bill.
The FlexCo has some distinguishing features, including reduced capital requirements, greater flexibility for shareholders, and the ability to issue additional corporate value shares to engage employees in the company’s success. Its introduction is aimed at supporting the startup ecosystem and making Austria more internationally competitive
The minimum capital of FlexCo will be 10 thousand euros with at least five thousand euros to be deposited at the deed of incorporation. Unlike the GmbH, where each shareholder must hold at least one share of 70 euros, FlexCo allows the issuance of shares with a minimum nominal value of one euro. In addition, FlexCo allows its shareholders to hold more than one share, even if they belong to different classes.
Justice Minister Alma Zadić and Finance Minister Magnus Brunner presented the complete package of measures designed to make Austria even more startup-friendly.
The Minister Brunner commented in a statement: “Startups are a key economic driver and drivers of innovation. Now we have made an important breakthrough to make our country even more attractive for startups. With this package, we are improving the environment for young entrepreneurs who take risks to create innovations. In addition, we provide attractive incentives to keep our talents in Austria.” Minister Zadić adds: “Austria has always been a country of inventors and founders. We need innovation, for example in the common fight against climate change, where innovative and green concepts and business ideas are of paramount importance. By amending company law, we are creating the necessary framework for this. Part of the change is a new legal form, the so-called “Flexible Corporation”, or “FlexKap” for short. With the FlexKap, we combine the advantages of a GmbH with those of an AG, thus enabling a simple and flexible foundation.”
Strengthening innovative strength, ensuring legal certainty and protecting employees
Since 2011, more than 3,300 startups have been founded in Austria, employing 25,000 people, and it is to meet the specific needs of these companies that FlexCo was born, which offers startups greater freedom of individual structuring and greater opportunities for employee participation than those offered by the current GmbH model. At the same time, it ensures that employees have a say in resolutions that result in a change in the rights of the company’s shareholders. It is also ensured that the employees are not more economically disadvantaged than the founders themselves in terms of the balance sheet profit: for this reason, they generally participate in the balance sheet profit and in the proceeds of liquidation to the extent of their participation in the capital. At the same time, it ensures that these types of company shares can be transferred easily. In addition, it will be possible to convert FlexKap into an AG or GmbH in a simple and unbureaucratic way, depending on the respective business requirements of a successful young company. The lowering of the minimum share capital of the GmbH to 10 thousand euros represents a further simplification for the foundation of a company. This is accompanied by a reduction in the minimum corporate tax rate of more than 70%. The minimum corporate tax is 5% of the statutory minimum share capital. One challenge for startups and young businesses is liquidity, which is why these young companies often pay highly skilled and urgent employees in the form of company stock instead of cash.
‘Dry income’ problem solved, fairer taxation
Previously, startups had to value shares at the time of delivery in order to tax them. This was expensive and time-consuming. In the future, this problem will disappear. In addition, employees previously had to pay taxes when they received a share of the company, even though there had been no flow of money (“dry income”) from which tax could be paid. This issue is also now resolved. In addition, the new tax treatment will be as follows: taxation no longer takes place as before at the time of the allocation of employee participation, but there is a tax deferral, usually until the actual sale of the shares, which means that taxes only need to be paid when the money flows. The Minister of Finance explains the planned measures: “We are creating our own tax model for employee participation in startups, thus strengthening employee loyalty. As a further step, we are taking company law measures to promote business creation and reducing the minimum corporate income tax by two-thirds. In this way, we are strengthening Austria as a business location and making it suitable for our start-ups.” Minister Zadić adds: “With the introduction of FlexKap, we are sustainably strengthening Austria’s position on the international labour and innovation market by enabling simple start-ups with low minimum capital and high flexibility. This makes it easier to start a business, especially for young people entering professional life.” For those who want to know in more detail the new tax and corporate system that Austria has created for those who make startups, you can register for the webinar organized by Austria Business Agency (ABA) to be held on February 1, 2024 entirely dedicated to the topic. (Photo by Beatriz Miller on Unsplash)
ALL RIGHTS RESERVED ©