Articles Of Association Constitution represents the foundational document required for establishing and operating a company in Austria. This legally binding document must be created during company formation and requires notarization before submission to the Austrian Commercial Register (Firmenbuch). It outlines the company's fundamental structure, including share capital, shareholder rights, management organization, and corporate governance procedures. The document must comply with Austrian corporate law, particularly the UGB (Commercial Code) and either the GmbHG (for limited liability companies) or AktG (for stock corporations). Any subsequent modifications require shareholder approval and must be registered with the Commercial Register. The Articles serve as the primary reference for resolving internal corporate matters and establishing the company's operational framework.
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1. Company Name and Registered Office: Legal company name, registered office address, and any branch offices
2. Purpose of the Company: Detailed description of business activities and objectives of the company
3. Share Capital and Contributions: Amount of share capital, division of shares, types of shares, and contribution details
4. Shareholders: Information about the founding shareholders and their shareholdings
5. Management and Representation: Rules regarding appointment, removal, and powers of managing directors
6. General Meeting: Procedures for convening and conducting shareholder meetings, voting rights, and decision-making processes
7. Financial Year and Annual Accounts: Definition of financial year and provisions for accounting and profit distribution
8. Transfer of Shares: Rules and restrictions regarding the transfer of company shares
9. Termination and Liquidation: Provisions for company dissolution and liquidation procedures
1. Supervisory Board: Required for larger GmbHs and AGs; defines composition, duties, and procedures of the supervisory board
2. Advisory Board: Optional provision for establishing an advisory board, its composition and functions
3. Non-Competition: Restrictions on shareholders' and directors' involvement in competing businesses
4. Tag-Along and Drag-Along Rights: Special provisions for share transfers in case of sale to third parties
5. Deadlock Resolution: Procedures for resolving disputes between shareholders with equal voting rights
6. Intellectual Property Rights: Provisions regarding ownership and use of company IP, particularly relevant for technology companies
7. Branch Offices: Provisions for establishing and managing branch offices, if applicable
8. Special Rights: Any special rights or obligations assigned to specific shareholders or share classes
1. Initial Shareholders and Shareholdings: Detailed list of founding shareholders and their initial capital contributions
2. Management Rules: Detailed procedures and policies for management operations
3. Share Transfer Restrictions: Detailed procedures and conditions for share transfers
4. Signatory Powers: List of authorized signatories and their signing authorities
5. Company Address Details: Complete details of registered office and any branch offices
6. Intellectual Property Schedule: List of company-owned intellectual property rights and their usage terms
7. Initial Business Plan: Initial business plan and strategy (often required for registration)
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