By Laws Articles Of Association Template for Austria

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Key Requirements PROMPT example:

By Laws Articles Of Association

"I need By Laws Articles of Association for an Austrian tech startup GmbH to be established in March 2025, with two founding shareholders and €35,000 initial capital, including provisions for future investment rounds and employee stock options."

Document background
By Laws Articles of Association are fundamental corporate documents required for establishing and operating a company in Austria. They must be prepared when forming a new company or modifying an existing company's structure, and require notarization before being registered with the Austrian Commercial Register (Firmenbuch). The document outlines crucial aspects of corporate governance including capital structure, shareholder rights, management responsibilities, and decision-making procedures. It must comply with Austrian corporate law, particularly the Commercial Code (UGB) and either the Limited Liability Companies Act (GmbHG) or Stock Corporation Act (AktG), depending on the company type. These Articles serve as the company's constitution and are binding on all shareholders, directors, and corporate bodies.
Suggested Sections

1. Company Name and Registered Office: Legal name of the company and its registered address in Austria

2. Purpose of the Company: Description of business activities and objectives of the company

3. Share Capital and Contributions: Details of the company's share capital, types of shares, and shareholder contributions

4. Shareholders: Information about the shareholders and their shareholdings

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

6. General Meeting: Rules regarding shareholder meetings, voting rights, and decision-making processes

7. Management and Representation: Powers and duties of managing directors, representation rules

8. Financial Year and Annual Accounts: Definition of financial year and provisions for financial reporting

9. Profit Distribution: Rules for allocation and distribution of profits

10. Transfer of Shares: Provisions governing the transfer of company shares

11. Termination and Liquidation: Rules for company dissolution and liquidation procedures

Optional Sections

1. Supervisory Board: Required for AGs and larger GmbHs; details composition and functions of the supervisory board

2. Advisory Board: Optional provision for establishing an advisory board and its functions

3. Non-Competition: Restrictions on shareholders' competing activities

4. Tag-Along/Drag-Along Rights: Special provisions for share transfers in case of sale

5. Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks

6. Intellectual Property Rights: Provisions regarding company IP ownership and usage

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

8. Special Rights: Any special rights granted to specific shareholders or share classes

Suggested Schedules

1. List of Shareholders: Detailed register of shareholders with their respective shareholdings

2. Initial Contributions: Schedule of initial capital contributions by shareholders

3. Specimen Signatures: Authorized signatures of managing directors

4. Corporate Structure Chart: Visual representation of company structure and relationships

5. Rules of Procedure for Management: Detailed rules governing management operations

6. Rules of Procedure for Supervisory Board: If applicable, detailed rules for supervisory board operations

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

Financial Services

Manufacturing

Technology

Retail

Healthcare

Professional Services

Real Estate

Energy

Transportation

Construction

Telecommunications

Media

Hospitality

Agriculture

Mining

Education

Non-Profit Organizations

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Executive Management

Corporate Secretariat

Risk Management

Corporate Affairs

Finance

Shareholder Relations

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Member

Supervisory Board Member

Chief Legal Officer

Corporate Governance Officer

General Counsel

Business Development Manager

Chief Financial Officer

Company Founder

Shareholder Relations Manager

Risk Manager

Corporate Affairs Director

Industries
Austrian Commercial Code (Unternehmensgesetzbuch - UGB): Primary legislation governing business enterprises in Austria, providing fundamental rules for company formation, registration, and operation
Limited Liability Companies Act (GmbH-Gesetz): Specific regulations for GmbH (private limited companies), including formation requirements, capital requirements, management structure, and shareholder rights
Stock Corporation Act (Aktiengesetz - AktG): Comprehensive regulations for stock corporations (AG), covering corporate structure, shareholder rights, management board responsibilities, and supervisory board requirements
Commercial Register Act (Firmenbuchgesetz - FBG): Rules regarding company registration, documentation requirements, and public disclosure obligations
Corporate Governance Code (Österreichischer Corporate Governance Kodex): Guidelines for responsible management and control of companies, particularly relevant for listed companies
Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch - ABGB): Basic principles of contract law and legal personality that affect company formation and operations
EU Company Law Directives: European Union regulations affecting Austrian company law, including disclosure requirements and cross-border operations
Austrian Tax Code (Bundesabgabenordnung - BAO): Tax regulations affecting company structure and operations, including corporate income tax implications
Trade Regulation Act (Gewerbeordnung): Regulations regarding business licenses and specific industry requirements that may need to be reflected in the articles of association
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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