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Amended And Restated Partnership Agreement

Amended And Restated Partnership Agreement Template for Austria

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Key Requirements PROMPT example:

Amended And Restated Partnership Agreement

"I need an Amended and Restated Partnership Agreement under Austrian law for our technology consulting firm to add two new partners and update our profit-sharing structure, with the changes to take effect from March 1, 2025."

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Document background
The Amended And Restated Partnership Agreement is utilized when existing partnership arrangements require substantial modifications or updates while maintaining continuity of the partnership. This document becomes necessary when partners need to incorporate significant changes to their business relationship, such as adjusting profit-sharing ratios, updating management structures, or accommodating new partners. Operating under Austrian law, it must comply with specific requirements of the Austrian Civil Code (ABGB) and Commercial Code (UGB). The agreement consolidates all previous amendments and the original agreement into a single, comprehensive document, making it easier to understand and implement current partnership terms. It's particularly valuable during business restructuring, expansion, or when adapting to new market conditions while ensuring legal compliance in the Austrian jurisdiction.
Suggested Sections

1. Parties: Identification of all partners, including full legal names, addresses, and registration details where applicable

2. Background: Context of the original agreement, reasons for amendment and restatement, and effective date of the amended agreement

3. Definitions: Comprehensive list of defined terms used throughout the agreement, including Austrian legal terms

4. Effect of Amendment and Restatement: Statement of how this agreement modifies and replaces the original agreement

5. Partnership Structure: Legal form of partnership, registration details, and business purpose

6. Capital Contributions: Initial and additional capital contributions, valuation methods, and capital accounts

7. Profit and Loss Allocation: Distribution of profits and losses, including calculation methods and timing

8. Management and Control: Partnership management structure, voting rights, and decision-making processes

9. Partner Rights and Obligations: Detailed responsibilities, duties, and rights of all partners

10. Transfer of Partnership Interests: Rules and restrictions regarding transfer of partnership interests

11. Addition and Withdrawal of Partners: Procedures for admitting new partners and handling partner withdrawals

12. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution and asset distribution

13. Books and Records: Requirements for financial records, access rights, and reporting obligations

14. Tax Matters: Tax treatment, reporting responsibilities, and related procedures

15. Governing Law and Jurisdiction: Confirmation of Austrian law governance and jurisdiction for disputes

16. Miscellaneous: Standard provisions including notices, amendments, severability, and entire agreement

Optional Sections

1. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of partnership information, recommended for partnerships with sensitive intellectual property or market position

2. Intellectual Property Rights: Allocation and management of IP rights, necessary when the partnership develops or uses significant IP

3. International Operations: Specific provisions for cross-border activities, relevant for partnerships operating internationally

4. Partner Insurance: Requirements for life, disability, or key person insurance, important for partnerships heavily dependent on specific partners

5. Alternative Dispute Resolution: Mediation or arbitration procedures, recommended for complex partnerships or where privacy in disputes is desired

6. Employee Matters: Provisions regarding employment policies and shared employees, necessary for partnerships with significant staff

7. Banking and Financial Arrangements: Specific provisions for banking relationships and financial operations, important for partnerships with complex financial arrangements

Suggested Schedules

1. Schedule A - Original Partnership Agreement: Copy of the original partnership agreement being amended

2. Schedule B - Capital Contributions: Detailed listing of all partner capital contributions, including valuations

3. Schedule C - Profit Sharing Ratios: Specific percentages and formulas for profit and loss allocation

4. Schedule D - Management Structure: Detailed organizational chart and management procedures

5. Schedule E - Property Schedule: List of partnership properties and assets

6. Schedule F - Partner Contact Information: Comprehensive contact details for all partners and key representatives

7. Appendix 1 - Required Notices and Filings: List of necessary Austrian regulatory filings and notices

8. Appendix 2 - Partnership Resolutions: Copies of relevant partnership resolutions authorizing the amendment

9. Appendix 3 - Banking Authorities: Banking and financial signing authorities and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Original Agreement
Effective Date
Amendment Date
Partnership
Partners
General Partner (Komplementär)
Limited Partner (Kommanditist)
Silent Partner (stiller Gesellschafter)
Partnership Interest
Capital Account
Capital Contribution
Initial Capital Contribution
Additional Capital Contribution
Profits
Losses
Distribution
Fiscal Year
Business Day
Business Purpose
Managing Partner
Partnership Property
Partnership Assets
Transfer
Encumbrance
Material Adverse Effect
Confidential Information
Trade Secrets
Intellectual Property Rights
Commercial Register (Firmenbuch)
Articles of Partnership
Management Board
Partnership Resolution
Voting Rights
Majority Vote
Supermajority Vote
Unanimous Consent
Default Event
Withdrawal Event
Dissolution Event
Liquidation
Books and Records
Financial Statements
Tax Matters Partner
Authorized Representative
Signatory Authority (Prokura)
Governing Law
Jurisdiction
Force Majeure
Affiliate
Related Party
Good Standing
Fair Market Value
Quarter
Accounting Period
Working Capital
Reserved Matters
Tag-Along Rights
Drag-Along Rights
Call Option
Put Option
Partnership Meeting
Notice
Business Plan
Competitor
Territory
Applicable Law
Dispute Resolution
Professional Advisor
Clauses
Parties
Recitals
Definitions
Amendment and Restatement
Partnership Structure
Term and Duration
Capital Contributions
Capital Accounts
Profit and Loss Allocation
Distributions
Management Rights
Voting Rights
Partner Obligations
Decision Making
Reserved Matters
Transfer Restrictions
Partner Admission
Partner Withdrawal
Tag-Along Rights
Drag-Along Rights
Books and Records
Financial Reporting
Tax Matters
Confidentiality
Non-Competition
Intellectual Property
Partnership Property
Bank Accounts
Insurance
Representations and Warranties
Default
Force Majeure
Termination
Dissolution
Liquidation
Notices
Assignment
Amendments
Severability
Entire Agreement
Governing Law
Dispute Resolution
Language
Counterparts
Relevant Industries

Professional Services

Real Estate

Manufacturing

Technology

Retail

Construction

Financial Services

Consulting

Healthcare

Agriculture

Hospitality

Entertainment

Energy

Transportation

Education

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Executive Leadership

Risk Management

Corporate Secretariat

Tax

Business Development

Operations

Partner Relations

Administrative

Relevant Roles

Managing Partner

Legal Counsel

Chief Executive Officer

Chief Financial Officer

Business Development Director

Corporate Secretary

Compliance Officer

Partner Relations Manager

Finance Director

Operations Manager

Risk Manager

Managing Director

Board Member

Partnership Administrator

Tax Director

General Counsel

Industries
Austrian Civil Code (ABGB - Allgemeines Bürgerliches Gesetzbuch): Fundamental law governing civil matters including contract formation, general partnership provisions, and basic principles of contract interpretation and modification
Austrian Commercial Code (UGB - Unternehmensgesetzbuch): Specific regulations for commercial partnerships, including provisions on partnership formation, management, liability, and dissolution
Austrian Enterprise Code (Unternehmensrecht): Regulations concerning business enterprises, including registration requirements and corporate governance
Austrian Partnership Act (Gesellschaftsrecht): Specific provisions governing different types of partnerships, their structure, and internal organization
Austrian Tax Code (BAO - Bundesabgabenordnung): Tax implications and requirements for partnerships, including registration and reporting obligations
Austrian Contract Amendment Law: Legal framework for modifying existing contracts and agreements, including requirements for valid amendments and restatements
Austrian Commercial Register Act (Firmenbuchgesetz): Requirements for registration and publication of partnership changes in the commercial register
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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