The FlexCo (Flexible Kapitalgesellschaft, since 2024) keeps the limited-liability architecture of a GmbH but adds flexible capital measures, easy investor entry, statutory employee participation and lighter shareholder mechanics. Built for companies whose ownership is expected to evolve.
The €10,000 capital carries two kinds of interest. The distinctive one — Unternehmenswert-Anteile — gives employees economic upside without ordinary voting control, and is capped by statute.
Unternehmenswert-Anteile can be issued for less than 25% of the share capital, with a nominal value from €0.01. They generally confer a share of profit and exit value but no ordinary voting rights — and a tag-along (co-sale) right when the founding shareholders sell a controlling stake. Employee participation this way is also tax-favoured.
It earns its place where founders expect investment rounds, employee participation, convertible financing, multiple share issues or more complex governance. A stable owner-managed business with no investment plan may still find the conventional GmbH simpler and equally suitable. The abbreviation is not the advantage — the documents are.
A separate legal entity; shareholder liability is generally limited to the agreed capital, subject to statutory exceptions.
Authorised and conditional capital and other investment-style mechanisms can be built into the articles.
Unternehmenswert-Anteile give a statutory route to economic participation with restricted voting rights.
The articles can allow circular written resolutions and governance suited to a larger, changing shareholder group.
Both are Austrian limited-liability companies with €10,000 minimum capital. FlexCo adds specialised capital and governance tools; it does not remove tax, accounting, filing or director obligations.
Enterprise value shares are a specialised statutory instrument — not ordinary founder shares with a different label.
Holders participate in distributable profit and relevant exit value under the statutory framework and the company's documents.
They generally do not carry ordinary voting rights, though statutory information and protection rights still apply.
The articles must handle the statutory co-sale right that applies when founders dispose of a controlling participation.
Unternehmenswert-Anteile are not a complete employee-incentive plan by themselves. The company still needs rules on allocation, vesting, termination, repurchase, valuation, tax treatment, information, confidentiality and the employee's position during an exit.
The real sequence depends on the instrument, shareholder approvals and whether the investment is equity, convertible funding or another form.
Valuation, amount, ownership, governance rights, conditions and intended use of funds are agreed.
Ownership, contracts, IP, employment, tax, litigation and existing financing are reviewed.
Shareholder approvals, capital measures, articles and investment documents are executed.
The capital change is completed, funds documented, and corporate and beneficial-owner records updated.
FlexCo is not only for tech startups. The question is whether the company needs a more adaptable capital and participation framework than a standard closely-held GmbH.
New share issues, investor entry and recurring changes to the capital structure.
Statutory participation rather than relying only on bonuses or contractual phantom plans.
Instruments with later conversion or subscription rights, subject to legal and tax design.
Vesting, leaver, transfer and future-dilution arrangements across a founder group.
Issuing interests to investors, strategic partners or acquisition counterparties.
An Austrian legal form that still presents a recognisable investment and participation framework.
A one-person formation can be simple. A multi-founder or investor-ready FlexCo needs more detailed constitutional and contractual preparation.
Founders, investors, employee pool, percentages, voting and future financing.
Name, purpose, capital, shares, resolutions, capital measures, governance.
Founder obligations, investor rights, vesting, transfers, confidentiality, exit.
Ordinary interests, Unternehmenswert-Anteile, options or contractual incentives.
Open the formation account or use another permitted process; document it.
The required notarial or permitted simplified process for the structure.
Submit company, director, capital and constitutional documents to the court.
Tax, beneficial ownership, banking, licensing, accounting and employment.
Incorporate a FlexCo or GmbH and coordinate capital, registration and setup.
Explore the service CapitalMinimum capital, the €5,000 contribution and use of company funds.
Read the article BankingPrepare ownership, funding and transaction profile for the account.
Explore the serviceInclude founders, expected investment, proposed employee participation, voting arrangement, funding rounds, management locations and intended Austrian activity. We map whether FlexCo offers a real advantage over a GmbH and identify the formation and governance workstreams.