AUSTRIA Trends and Developments Contributed by: Raphael Holzinger, Julia Hochreiter, Matthias Jancura and Claudia Synek, Grant Thornton Austria
• Retirement – tax and social security contribu - tions are to be reduced in order to create an incentive for people who have already retired but are still working. • Issuance of receipts – the obligation to issue receipts is to be abolished for sales under EUR35 under certain conditions. • Withholding tax (WHT) – in order to facilitate WHT refund procedures (which are currently different in each jurisdiction and can be both time-consuming and cost-consuming), Aus - tria will implement the regulations of the EU Directive FASTER into national law. FASTER aims to make WHT procedures in the EU more efficient and secure for investors, finan - cial intermediaries and local tax authorities. • Start-ups – currently, self-generated intangi - ble assets cannot be capitalised in the bal - ance sheet. In order to minimise disadvantag - es for start-ups with investors, a capitalisation option for self-generated intangible assets is to be introduced. Flexible limited liability companies Since 2024, a new form of a limited liability company has been introduced in Austria – the Flexible Kapitalgesellschaft ( “FlexKapG” ), mean - ing “flexible limited liability company” . The aim of this new form is to offer an internationally competitive option for innovative start-ups and founders in the early stages, in particular. The legal basis is the Flexible Corporation Act ( Flexible-Kapitalgesellschafts-Gesetz , or FlexKa - pGG). If this law does not contain any deviating regulations, the provisions applicable to “stand- ard” limited liability company ( Gesellschaft mit beschränkter Haftung , or GmbH) apply. The FlexKapG has the following characteristics.
• The company is a legal entity with its own legal personality. It can acquire rights, enter into liabilities, sue and be sued. Unlike part - nerships, a FlexKapG can also be set up by one person alone. • The share capital to be raised by the share - holders must be at least EUR10,000. • The minimum amount for the capital contri - butions of the individual shareholders is only one euro – instead of EUR70 for a GmbH. A division of shares is permitted. • The articles of association of a FlexKapG may stipulate that votes may also be taken in writ - ing (resolution by circulation). • Company value shares are a special form of share capital designed to enable a simplified form of employee participation. Employees often wish to participate in the hoped-for economic success, especially in the event of a profitable sale of the start-up to investors. Company value shareholders only have very limited rights (similar to shareholders of non- voting preference shares). In principle, they are entitled to their share of the net profit, but notably they have no voting rights. • The written form is sufficient for the transfer of company value shares (in contrast to a GmbH, no notarial deed is required). Before employees acquire such shares for the first time, they must be given comprehensive eco - nomic and legal instructions. Special tax and social security regulations apply to this form of employee share ownership. • The articles of association must stipulate that the shareholders have a right of co-sale if the founding shareholders sell the majority of their shares (exit event). • Whereas a notarial deed is required for share transfers and takeover declarations in the case of a GmbH, the formal requirement is weakened in the FlexKapG in such a way that a private deed drawn up by a notary or
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