Corporate Law in Austria – Company Formation, Governance and Shareholders

A strong corporate structure determines who makes decisions, who provides capital, who bears risk and how a business can grow or be sold. We advise founders, shareholders, investors and international groups on formation, investment, governance and restructuring in Austria.

Practical questions are central: GmbH or FlexCo? How should founder rights be documented? Which decisions require consent? How are new investors admitted? What happens on deadlock, departure or exit?

Key areas of advice

  • GmbH, FlexCo and Company Formation in Austria
  • Shareholder Agreements and Founder Agreements
  • Management, Governance and Liability
  • Joint Ventures, Group Structures and Restructuring
  • Corporate Housekeeping

GmbH, FlexCo and Company Formation in Austria

We advise on the choice of entity, formation documents, management and shareholder structure. The statutory minimum share capital of an Austrian GmbH is currently EUR 10,000. Whether a GmbH or FlexCo is more suitable depends on governance, participation models, financing and exit plans.

Shareholder Agreements and Founder Agreements

Shareholder agreements can regulate economic and governance matters beyond the articles, including vesting, reserved matters, information rights, pre-emption, tag-along and drag-along, dilution, funding obligations, non-competes and deadlock mechanisms.

Management, Governance and Liability

We structure decision-making and representation and advise directors on duties, conflicts, consent requirements and liability. For regulated businesses, corporate governance should be aligned with regulatory responsibilities.

Joint Ventures, Group Structures and Restructuring

For joint ventures and corporate groups, we structure governance, service relationships, IP, financing and exit. Restructurings are coordinated with tax and regulatory advisers where required.

Corporate Housekeeping

Shareholder resolutions, management appointments, powers of attorney, capital actions and registry matters should be properly documented. Good corporate records reduce friction in financing, audits and M&A due diligence.

Corporate Law for Technology, Gaming and Regulated Companies

For tech, fintech and gambling businesses, we integrate corporate law with IP, data, licences and change-of-control requirements. Ownership and governance should be compatible with the regulatory strategy from the outset.

Corporate Structures for Growth and Exit

We design corporate and shareholder arrangements that are practical in daily operations and sufficiently clear for investors, regulators and future transaction counterparties.