Partnership and business formation laws in Austria.

Default partnership rules in Austria

In an Austrian Offene Gesellschaft (OG, general partnership), profits are distributed proportionally to each partner's capital share by default (UGB §121), unless the partnership agreement provides otherwise. Partners are jointly and severally liable for partnership debts. The partnership must be registered in the Firmenbuch (commercial register).

In Austria, profits are split proportionally to capital contributions by default. This means a partner who invested 80% of the capital would receive 80% of the profits. While this may seem more intuitive than the equal-split default in some countries, it still fails to account for non-cash contributions like time, expertise, and relationships. A written partnership agreement should address all types of contributions.

Gesellschaft mit beschränkter Haftung (GmbH) in Austria

The GmbH is the traditional entity for Austrian startups. Minimum share capital is €10,000, of which at least €5,000 must be paid in cash. The new FlexKapG (since 2024) also requires €10,000 minimum capital but allows individual shareholder contributions as low as €1 and offers simplified governance. Formation requires notarization for both GmbH and FlexKapG. Total formation costs range from €500 to €2,000. Share transfers require notarized form. A shareholders' agreement (Gesellschaftervereinbarung) is common but not required.

Without a shareholders' agreement, the relationship between founders is governed by the country's default rules, which rarely account for the realities of a startup — where contributions change over time and early effort often goes uncompensated. An operating agreement or shareholders' agreement is essential. Use our equity calculator to determine a fair split based on actual contributions.

What happens when a partner leaves in Austria

In an OG, a partner can withdraw with six months' notice at the end of a fiscal year. The departing partner is entitled to the value of their share. For GmbH and FlexKapG companies, share transfers require notarized form. Pre-emption rights for existing shareholders can be set in the articles. Minority shareholders holding at least 10% of capital can request a special audit or petition for dissolution.

A written agreement should address departure terms specifically, including how the buyout value is calculated, the payment timeline, vesting schedules, and any non-compete provisions. Understanding the concept of dead equity is important for managing these situations. Learn more about how dead equity affects businesses.

Marriage and business equity in Austria

Austria uses Gütertrennung (separate property) as the default matrimonial regime during marriage. Each spouse retains ownership of their own assets. On divorce, only marital savings (eheliche Ersparnisse) and jointly used assets (ehelicher Gebrauchsvermögen) are divided equitably. Business assets are generally not subject to division unless they constitute marital savings. This makes Austria one of the more business-friendly matrimonial regimes in Europe. A pre-nuptial agreement (Ehepakt) can modify the division rules and must be notarized.

Austria uses Gütertrennung (separate property) during marriage. On divorce, marital savings and jointly used assets are divided equitably. Business assets are generally not divided unless they are marital savings. While Austria's separate property regime is generally more favorable for business owners, a clear equity agreement and proper documentation of ownership remain important for protecting your interests.

Formation and cost details

Frequently asked questions

Related resources

• Equity calculator: find a fair split for your business
• Does your small business need an equity agreement?
• Equity for small businesses: the complete guide
• Dead equity calculator: how much is yours costing you?
• Slicing Pie calculator
• What is an operating agreement?
• All 32 European countries: partnership and formation laws
• US state directory: partnership and LLC default rules