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Articles Of Association And Shareholders Agreement
"I need Articles of Association and Shareholders Agreement for an Austrian technology startup to be incorporated in March 2025, with three co-founders having equal shares, including specific provisions for future investment rounds and vesting schedules for founder shares."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the company formation and agreement purpose
3. Definitions: Key terms used throughout the document
4. Company Name and Registered Office: Official company name and registered address
5. Corporate Purpose: Scope of business activities
6. Share Capital and Contributions: Details of share capital, shareholding structure, and contributions
7. Shares and Share Certificates: Classes of shares, rights attached, and certification
8. Shareholder Rights and Obligations: Basic rights and duties of shareholders
9. Management and Representation: Management structure, appointment, and powers
10. Shareholders' Meetings: Procedures for convening and conducting meetings
11. Resolutions and Voting Rights: Decision-making processes and voting mechanisms
12. Transfer of Shares: Rules and restrictions on share transfers
13. Financial Year and Annual Accounts: Financial reporting periods and requirements
14. Profit Distribution: Rules for dividend distribution
15. Termination and Liquidation: Process for company dissolution
16. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Pre-emptive Rights: Detailed provisions for existing shareholders' rights to purchase shares before third parties
2. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
3. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale
4. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future capital increases
5. Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks
6. Non-Competition and Confidentiality: Restrictions on competitive activities and information sharing
7. Investment Warranties: Warranties given by shareholders regarding their investment capacity
8. Put and Call Options: Rights to force purchase or sale of shares under specific conditions
9. Supervisory Board: Required for AGs and larger GmbHs, establishing board structure and duties
10. Intellectual Property Rights: Provisions regarding IP ownership and licensing
1. Schedule 1 - Initial Shareholders and Shareholdings: Detailed list of shareholders and their initial shareholdings
2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes and rights
3. Schedule 3 - Business Plan: Initial business plan and strategy
4. Schedule 4 - Management Structure: Detailed management organization chart and responsibilities
5. Schedule 5 - Reserved Matters: List of decisions requiring special majority or unanimous approval
6. Schedule 6 - Deed of Adherence: Template for new shareholders joining the agreement
7. Schedule 7 - Valuation Methods: Agreed methods for share valuation
8. Schedule 8 - Company Assets: List of initial company assets and contributions
9. Appendix A - Sample Share Certificate: Template for share certificates
10. Appendix B - Meeting Procedures: Detailed procedures for shareholder meetings
Authors
Affiliate
Annual General Meeting
Articles of Association
Board
Business Day
Business Plan
Call Option
Change of Control
Companies Register
Company
Competitor
Confidential Information
Connected Person
Control
Deed of Adherence
Directors
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Exercise Notice
Expert
Fair Market Value
Financial Year
Founding Shareholders
General Meeting
Group
Initial Business Plan
Intellectual Property Rights
Management Board
Managing Director
Material Contract
New Securities
Ordinary Resolution
Parties
Permitted Transfer
Pre-emption Rights
Put Option
Qualified Majority
Related Party Transaction
Reserved Matters
Resolution
Share Capital
Share Transfer
Shareholder
Shareholders Agreement
Shares
Special Resolution
Subsidiary
Supervisory Board
Tag-Along Notice
Tag-Along Right
Territory
Transfer
Transmission
Voting Rights
Share Capital and Classes
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Management Structure
Corporate Governance
Shareholder Meetings
Voting Rights
Reserved Matters
Dividend Policy
Information Rights
Non-Competition
Confidentiality
Intellectual Property
Dispute Resolution
Deadlock Resolution
Exit Rights
Put and Call Options
Anti-Dilution
Share Valuation
Board Composition
Director Appointment
Financial Reporting
Business Planning
Share Issuance
Share Capital Increase
Amendment Procedures
Termination Rights
Liquidation Rights
Compliance
Related Party Transactions
Representations and Warranties
Company Administration
Corporate Purpose
Registered Office
Duration
Governing Law
Jurisdiction
Force Majeure
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Retail
Professional Services
Energy
Transportation
Construction
Media and Entertainment
Agriculture
Education
Hospitality
Telecommunications
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Corporate Affairs
Finance
Risk Management
Investor Relations
Corporate Secretariat
Chief Executive Officer
Managing Director
Board Member
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Compliance Officer
Corporate Governance Officer
Shareholder Relations Manager
Investment Director
General Counsel
Business Development Director
Risk Manager
Corporate Affairs Director
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