FlexCo share contribution from 1 euro: align the minimum for each contribution, cash payment and formation documents under sections 3 and 5 FlexKapGG.
In a FlexCo, each individual share contribution must be at least 1 euro. Each share contribution to be made in cash is subject to a separate payment rule: at least one quarter, and in any event at least 1 euro, must have been paid. If the part to be paid in cash is less than 1 euro, that cash part must be paid in full.
The minimum amount and the payment requirement answer different questions. The first value describes the size of an individual share contribution. The second shows which part of a cash contribution must be paid at formation. Keeping both values separate in the formation statement or articles makes the figures and payment evidence easier to check.
This article covers only the minimum amount of each share contribution and payment of cash contributions under sections 3 and 5 FlexKapGG. Participation units, authorised or conditional capital and general GmbH formation follow separate rules.
Section 5 FlexKapGG applies to each share contribution to be made in cash. At least one quarter of that amount, and in any event at least 1 euro, must have been paid. The calculation therefore compares two figures: the mathematical quarter and the statutory minimum of 1 euro. The higher amount is the amount to be paid.
The rule concerns the cash contribution. Separately stating the share contribution and the cash part in the formation documents makes the calculation and payment evidence easier to follow. The payment should be allocated to each shareholder and to the relevant individual contribution.
Section 5 FlexKapGG also contains a special rule for small cash contributions. If less than 1 euro is to be paid in cash on a share contribution, the cash contribution must be paid in full. The full-payment requirement then determines the payment due.
For a share contribution of 1 euro, one quarter is 0.25 euro. Section 5 FlexKapGG nevertheless requires at least 1 euro to be paid. In this example, the payment equals the entire share contribution.
For a share contribution of 4 euros, one quarter is 1 euro. The quarter reaches the statutory minimum. For a share contribution of 10 euros, one quarter is 2.50 euros. In that example, the higher mathematical quarter is decisive.
A separate case arises when the cash part is below 1 euro. That part must then be paid in full. The formation documents should therefore show the specific allocation. A general percentage without the related amount is insufficient for a reliable check.
The contribution schedule, the articles or formation statement and the payment evidence should show the same amounts. For each individual share contribution, first check the minimum under section 3 FlexKapGG. Then calculate the cash payment under section 5 FlexKapGG.
A table with four columns is useful in practice: shareholder, amount of the share contribution, cash part and amount to be paid. Where the cash part is below 1 euro, the table should also record that full payment is required. This makes clear whether a figure comes from the ownership plan or from the payment rule.
An economic ownership percentage does not replace this check. The percentage and the share contribution are connected, but they are different from the payment made at formation. The documents should therefore avoid presenting the paid amount as the sole basis for the ownership structure.
A common error is to assume that the 1-euro limit applies only to the company’s total share capital. Section 3 FlexKapGG, however, refers to the share contributions of individual shareholders.
A pure quarter calculation can also be wrong. Small amounts require an additional check of the 1-euro minimum. If the cash part is below 1 euro, the full-payment rule applies.
Finally, the contribution amount and payment are sometimes recorded as one combined figure. This makes allocation to individual people and review of the payment evidence difficult. A separate contribution and payment schedule provides the necessary clarity.
For the review, prepare the planned ownership schedule, the draft articles or formation statement and the intended payment instructions together. For each person, they should show the amount of the individual share contribution and the part to be paid in cash.
The calculation under section 5 FlexKapGG and the allocation of payments to the individual contributions should also be recorded. With several founders, a person-specific schedule prevents the total from being correct while an individual contribution or payment is allocated incorrectly.
The distinction from authorised capital in a FlexCo matters where a later financing round is already being discussed. The article on agio and the capital reserve addresses a different contribution issue in a GmbH capital increase.
Under section 3 FlexKapGG, the share contribution of each individual shareholder must be at least 1 euro. It may not be reduced below that amount.
Under section 5 FlexKapGG, at least one quarter of the cash contribution, and in any event at least 1 euro, must be paid. If the cash part is less than 1 euro, it must be paid in full.
No. Section 3 FlexKapGG refers to the share contributions of individual shareholders. Each individual contribution must reach the 1-euro limit.
No. The share contribution is the individual contribution amount. The payment rule determines which part of a cash contribution must have been paid under section 5 FlexKapGG.
Review and structure GmbH articles with Brandauer Rechtsanwälte in Austria.
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