The amendments to Austria's federal tax law (Abgabenänderungsgesetz 2014 - AbgÄG 2014), by which inter alia the Limited Liability Companies Act (GmbHG) are amended, were published (BGBl I 2014/13) on 28 February 2014 and came into force on 1 March 2014.
Foundation of a new GmbH
The minimum share capital of a limited liability company ("GmbH"), which had been reduced to EUR 10,000 by the GesRÄG 2013 (BGBl I 2013/109) in 2013, has been raised again to the pre-GesRÄG 2013 level of EUR 35,000. Out of the share capital to be contributed in cash, once again at least EUR 17,500 - instead of the reduced amount of EUR 5,000 under GesRÄG 2013 - must be paid in when founding the GmbH.
In order to keep the legal form of a GmbH attractive also for entrepreneurs with more limited financial resources, the newly introduced § 10b GmbHG provides for a foundation privilege (Gründungsprivilegierung). Such privilege enables the founding of a GmbH with a "privileged" amount of cash contributions (gründungsprivilegierte Stammeinlagen) of only EUR 10,000, whereby an amount of EUR 5,000 must be paid in. Contributions in kind are not possible in such case.
The articles of association must stipulate the usage of the foundation privilege and the amount of cash contributions privileged at foundation of each shareholder. Such data must also be registered with the commercial register.
The foundation privilege shall end at the latest 10 years after registration of the GmbH in the commercial register. Until such date, the full amount of EUR 17,500 must be paid in in cash. Thereafter, the data registered in the commercial register with respect to the foundation privilege can be deleted.
Existing GmbHs with a share capital not at or exceeding 35,000 have to make a capital increase to that or a higher amount by 1 March 2024.
A tax foundation privilege has also been introduced. All GmbHs which have been incorporated after 30 June 2013 need to pay a reduced minimum corporate income tax within the first 10 years. Such reduced minimum corporate income tax amounts to EUR 500 per year in the first 5 years and to EUR 1,000 per year in the following 5 years. Thereafter, a minimum corporate income tax of EUR 1,750 per year must be paid.
Contrary to the draft governmental act, GmbHs using the foundation privilege need not build up a foundation reserve in the amount of 25 % of their annual profits. A reference to the foundation privilege in their business letters, order forms, and webpages is also not required. Further, existing GmbHs with a share capital not at or exceeding EUR 35,000 do not have to build up a recapitalization reserve in the amount of 25 % of their annual profits in order to raise financial resources for the required capital increase, nor do they need to include any reference in their business letters, order forms, and webpages.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.