Business
A cheaper GmbH since 2024 — and a new flexible company alongside it
From 1 January 2024 the minimum share capital of the GmbH fell to EUR 10,000, of which at least EUR 5,000 must be paid in cash, and a new hybrid form, the Flexible Company (FlexKapG/FlexCo), was introduced to make employee share participation easier. Companies are formed by notarial deed and entered in the commercial register (Firmenbuch).
Key rules
- The GmbH minimum capital is EUR 10,000 since 1 January 2024, with at least EUR 5,000 paid in cash.
- The Flexible Company (FlexKapG) allows enterprise-value shares (Unternehmenswert-Anteile) for employee participation.
- Incorporation requires a notarial deed and registration in the Firmenbuch kept by the commercial courts.
- A minimum annual corporate income tax applies even to loss-making companies (EUR 500 for a GmbH).
Governing law
- Limited Liability Company Act (GmbHG)As amended for the 2024 capital reduction
- Flexible Companies Act (FlexKapGG) (2024)
- Commercial Code (UGB)Commercial register and traders
Penalties and consequences
- Minimum corporate income tax even in loss years
- Fines and coercive penalties for failure to file annual accounts
In practice
The 2024 reform lowered the barrier to forming a GmbH and abolished the older founding-privilege regime by simply cutting the headline minimum. The FlexCo is aimed squarely at start-ups wanting to grant staff equity.