Reduction of the GmbH minimum capital

Capital reduction for a GmbH: What may seem cumbersome is an opportunity for founders to pay out EUR 25,000 from their GmbH completely tax-free. In this article, we explain how founders can carry out a capital reduction for a GmbH easily and online.

What is a capital reduction?

The share capital of a GmbH (limited liability company) is the share capital provided by the shareholders when the GmbH is founded. It is the minimum amount required for the establishment of the GmbH and serves as security for creditors. The share capital forms the financial basis of the GmbH and helps to limit the liability of the shareholders. 

Until now, the minimum share capital of a GmbH in Austria was EUR 35,000. With the introduction of the flexible corporation in Austria at the beginning of 2024, the GmbH Act was also amended and the minimum share capital was reduced to EUR 10,000. Austrian GmbHs that previously had share capital of EUR 35,000 or more can now reduce their share capital to EUR 10,000. This means that creditors will have less share capital available as a liability amount in the event of insolvency. The reduction of the share capital does not have any direct operational effects on the GmbH. 

Tax-free distribution

If a GmbH reduces its share capital from EUR 35,000 to EUR 10,000, the company can distribute EUR 25,000 to the shareholders. This EUR 25,000 difference can be distributed tax-free to the shareholders. It is therefore possible to transfer this sum to private assets without incurring capital gains tax. 

How does a capital reduction work?

An amendment to the articles of association is required for the capital reduction. This requires a shareholder resolution with a majority of 3⁄4 of the votes cast. The shareholders' resolution must be notarised. The reduction in share capital must then be registered with the commercial register. 

You can arrange the capital reduction at short notice & digitally with our partner notary's offices Carry out online. Our partner notaries are experts in this process and will be happy to advise you. In less than 24 hours, they can prepare all the necessary documents for the capital reduction and then carry it out for you.