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Articles Of Association And Memorandum Of Association

Articles Of Association And Memorandum Of Association Template for Austria

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Key Requirements PROMPT example:

Articles Of Association And Memorandum Of Association

"I need Articles of Association and Memorandum of Association for a new Austrian tech startup structured as a GmbH, with three founding shareholders and provisions for future venture capital investment, to be registered by March 2025."

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Document background
The Articles of Association and Memorandum of Association are essential documents required for incorporating any company in Austria. These documents must comply with Austrian corporate law requirements, including the UGB, GmbH-Gesetz (for limited liability companies), or Aktiengesetz (for stock corporations). They establish the legal framework for the company's operations, defining everything from basic company information to complex governance structures. The documents must be drafted with precision as they govern all aspects of the company's internal affairs and relationships between shareholders. They require notarization and submission to the Austrian Commercial Register (Firmenbuch) as part of the company registration process. Once registered, these documents become publicly accessible and can only be modified through formal procedures requiring shareholder approval and re-registration.
Suggested Sections

1. Parties: Details of the founding shareholders/members establishing the company

2. Background: Context of the company formation and purpose of the document

3. Definitions: Key terms used throughout the document

4. Company Name and Registered Office: Official company name, registered office address, and additional places of business

5. Corporate Purpose: Detailed description of the company's business activities and objectives

6. Share Capital: Amount of share capital, division into shares, and types of shares

7. Shareholders: Rights and obligations of shareholders, including voting rights and profit participation

8. Transfer of Shares: Procedures and restrictions for transferring company shares

9. Corporate Bodies: Structure and composition of corporate bodies (management board, supervisory board if applicable)

10. General Meeting: Procedures for conducting shareholder meetings, voting rights, and decision-making processes

11. Management: Powers, duties, and limitations of management

12. Financial Year and Annual Accounts: Definition of financial year and requirements for financial reporting

13. Profit Distribution: Rules for distributing profits and handling losses

14. Duration and Dissolution: Company duration and procedures for dissolution

Optional Sections

1. Supervisory Board: Required for AGs and larger GmbHs, detailing composition, duties, and procedures

2. Special Rights: Any special rights granted to specific shareholders or classes of shares

3. Non-Competition: Restrictions on shareholders' involvement in competing businesses

4. Advisory Board: Structure and role of an optional advisory board

5. Branch Offices: Provisions for establishing and managing branch offices

6. Intellectual Property Rights: Handling of IP rights and their assignment to the company

7. Conflict Resolution: Specific procedures for resolving disputes between shareholders

8. Tag-Along and Drag-Along Rights: Special provisions for share sales in specific circumstances

Suggested Schedules

1. Initial Shareholders and Shareholdings: Detailed list of founding shareholders and their initial share subscriptions

2. Share Certificate Template: Template for share certificates if physical certificates are to be issued

3. Management Rules of Procedure: Detailed procedures and rules for management operations

4. Specimen Signatures: Authorized signatures of initial directors and officers

5. Company Logo and Corporate Design: Official company branding elements if already developed

6. List of Contributions in Kind: Detailed description of any non-cash contributions to share capital

7. Business Plan: Initial business plan and financial projections (if required)

8. Corporate Governance Guidelines: Detailed corporate governance procedures and policies

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
Company
Articles of Association
Memorandum of Association
Share Capital
Shares
Shareholders
General Meeting
Extraordinary General Meeting
Management Board
Supervisory Board
Financial Year
Registered Office
Corporate Purpose
Business Day
Commercial Register
Resolution
Qualified Majority
Simple Majority
Transfer of Shares
Share Certificate
Authorized Representative
Procuration
Articles of Incorporation
Voting Rights
Dividend
Annual Accounts
Managing Director
Subsidiary
Branch Office
Corporate Bodies
Notarial Deed
Capital Increase
Capital Reduction
Profit Distribution
Reserve Capital
Statutory Reserves
Corporate Seal
Quorum
Dissolution
Liquidation
Fiscal Year
Related Party
Business License
Trade Register
Founding Shareholders
Share Premium
Company Secretary
Corporate Governance
Clauses
Company Formation
Corporate Purpose
Share Capital
Share Classes
Share Transfer
Pre-emption Rights
Shareholder Rights
Voting Rights
General Meetings
Management Structure
Board Composition
Director Appointments
Director Powers
Director Duties
Supervisory Board
Corporate Governance
Decision Making
Reserved Matters
Financial Reporting
Dividend Distribution
Capital Increase
Capital Reduction
Share Certificates
Company Records
Notice Requirements
Quorum Requirements
Majority Requirements
Dispute Resolution
Amendment Procedures
Dissolution
Liquidation
Confidentiality
Non-Competition
Tag-Along Rights
Drag-Along Rights
Severability
Governing Law
Jurisdiction
Company Seal
Branch Offices
Corporate Representation
Fiscal Year
Audit Requirements
Shareholder Meetings
Board Meetings
Proxy Rights
Transfer Restrictions
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Energy

Transportation

Construction

Agriculture

Hospitality

Education

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Leadership

Board of Directors

Corporate Secretariat

Risk Management

Corporate Affairs

Finance

Administration

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Member

Chief Legal Officer

Corporate Governance Officer

Business Development Manager

Chief Financial Officer

Risk Manager

Company Founder

Shareholder

General Counsel

Corporate Affairs Director

Industries
Austrian Commercial Code (Unternehmensgesetzbuch - UGB): The fundamental law governing commercial and business matters in Austria, including basic company formation requirements and business operations
Limited Liability Companies Act (GmbH-Gesetz): Specific regulations for establishing and operating limited liability companies (GmbH) in Austria, including minimum capital requirements, shareholder rights, and management structure
Stock Corporation Act (Aktiengesetz): Laws governing the formation and operation of joint-stock companies (AG) in Austria, including corporate governance, shareholder rights, and board responsibilities
Austrian Business Code (Gewerbeordnung): Regulations regarding business licenses, trade permissions, and operational requirements for various types of businesses
Company Register Act (Firmenbuchgesetz): Laws governing the registration of companies in the Austrian Commercial Register, including documentation requirements and procedures
EU Company Law Directives: European Union regulations affecting company formation and operation, including disclosure requirements and cross-border considerations
Austrian Corporate Governance Code: Guidelines for responsible management and control of companies, particularly relevant for listed companies
Austrian Capital Market Act (Kapitalmarktgesetz): Regulations regarding capital markets and securities, particularly relevant for companies planning to issue shares
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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