Articles Of Association And Shareholders Agreement Template for Austria

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Key Requirements PROMPT example:

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."

Document background
The Articles of Association and Shareholders Agreement serve as the foundational documents for companies operating under Austrian law. These documents are typically required when establishing a new company or restructuring an existing one in Austria, combining both the statutory requirements for company formation and the contractual arrangements between shareholders. The Articles of Association portion must comply with Austrian corporate law requirements (particularly the GmbHG for limited liability companies or AktG for stock corporations) and requires notarization, while the Shareholders Agreement contains additional provisions governing the relationships between shareholders. Together, these documents establish the company's structure, governance framework, shareholder rights and obligations, share transfer restrictions, and dispute resolution mechanisms. They are particularly crucial for companies with multiple shareholders or complex ownership structures, requiring careful consideration of both mandatory legal requirements and practical business needs.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Retail

Professional Services

Energy

Transportation

Construction

Media and Entertainment

Agriculture

Education

Hospitality

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Corporate Affairs

Finance

Risk Management

Investor Relations

Corporate Secretariat

Relevant Roles

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

Industries
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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