Certificate Of Incorporation And Articles Of Incorporation Template for Austria

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Key Requirements PROMPT example:

Certificate Of Incorporation And Articles Of Incorporation

"I need a Certificate of Incorporation and Articles of Incorporation for an Austrian technology startup GmbH with three founding shareholders, planning to implement a supervisory board and employee stock option program, with company formation targeted for March 2025."

Document background
The Certificate of Incorporation and Articles of Incorporation is a crucial document required when establishing a new company in Austria. This document serves two primary purposes: officially registering the company's existence and defining its operational framework. It must be prepared in accordance with Austrian corporate law, particularly the UGB and relevant company-specific legislation. The document includes essential information such as company name, registered office, corporate purpose, share capital, shareholder details, and management structure. It requires notarization and submission to the Commercial Register (Firmenbuch) for the company to gain legal existence. This document forms the foundation for all future corporate actions and is frequently referenced throughout the company's lifetime for matters of governance, shareholder rights, and corporate decision-making.
Suggested Sections

1. Company Name and Legal Form: Official company name and designation of legal form (GmbH or AG)

2. Registered Office: Address of the company's registered office and jurisdiction

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

4. Share Capital: Amount of share capital, division of shares, and payment terms

5. Shareholders: Identity of founding shareholders and their shareholdings

6. Management: Provisions regarding appointment, removal, and powers of managing directors

7. General Assembly: Rules for shareholder meetings, voting rights, and decision-making processes

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

9. Profit Distribution: Rules for the distribution of profits and handling of losses

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

11. Duration and Dissolution: Company's duration and procedures for dissolution

Optional Sections

1. Supervisory Board: Required for AGs and larger GmbHs; rules for board composition and duties

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

3. Drag-Along Rights: Rights forcing minority shareholders to join in sale of company

4. Tag-Along Rights: Rights allowing minority shareholders to join in sale of majority shares

5. Advisory Board: Optional governance body for providing business advice

6. Special Rights: Any special rights granted to specific shareholders

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

Suggested Schedules

1. List of Shareholders: Detailed information about all shareholders including contact details and shareholdings

2. Initial Business Plan: Overview of company's initial business strategy and projections

3. Specimen Signatures: Authorized signatures of managing directors and other authorized representatives

4. Description of Non-Cash Contributions: Detailed description and valuation of any non-cash capital contributions

5. Corporate Governance Guidelines: Detailed procedures for corporate governance if not fully covered in main document

6. Form of Share Certificate: Template for share certificates if physical certificates are to be issued

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

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Construction

Energy

Transportation

Agriculture

Education

Entertainment

Hospitality

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Administrative

Compliance

Finance

Board of Directors

Company Secretariat

Risk Management

Corporate Affairs

Relevant Roles

CEO

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Member

Shareholder

Corporate Governance Officer

General Counsel

Business Development Manager

Company Founder

Entrepreneur

Corporate Administrator

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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