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Companies Memorandum Of Association
"I need a Companies Memorandum of Association for a simple Austrian tech startup with two equal shareholders, initial capital of €35,000, to be established by March 2025, with standard profit-sharing arrangements and basic governance structure."
1. Parties: Details of all founding shareholders/members including full names, dates of birth, and addresses
2. Background: Brief context of the company formation and intention of the parties
3. Definitions: Definition of key terms used throughout the document
4. Company Name and Registered Office: Official company name, registered office address, and any branch offices
5. Purpose of the Company: Detailed description of business activities and objectives
6. Share Capital: Amount of share capital and division among shareholders
7. Shareholders and Contributions: Details of shareholders' contributions, whether in cash or in kind
8. Management and Representation: Appointment process and powers of managing directors
9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
10. Financial Year and Annual Accounts: Definition of financial year and requirements for financial reporting
11. Profit Distribution and Reserves: Rules for distribution of profits and creation of reserves
12. Transfer of Shares: Conditions and procedures for transferring company shares
13. Termination and Liquidation: Provisions for company dissolution and liquidation process
1. Non-Competition Clause: Restrictions on shareholders' involvement in competing businesses
2. Advisory Board: Structure and functions of an optional advisory board
3. Intellectual Property Rights: Provisions regarding company's intellectual property
4. Tag-Along Rights: Rights of minority shareholders to join in sale of majority shares
5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale
6. Deadlock Resolution: Procedures for resolving deadlock situations in decision-making
7. Additional Capital Contributions: Provisions for additional funding requirements
8. Special Rights of Individual Shareholders: Any special voting or veto rights granted to specific shareholders
1. Schedule 1: Initial Shareholders and Shareholdings: Detailed breakdown of initial share distribution and contributions
2. Schedule 2: In-Kind Contributions: Detailed description and valuation of any non-cash contributions
3. Schedule 3: Managing Directors' Authority Matrix: Detailed breakdown of management powers and limitations
4. Schedule 4: Business Plan: Initial business plan and financial projections
5. Appendix A: Specimen Signatures: Signature specimens of initial managing directors
6. Appendix B: Company Logo and Corporate Design: Official company branding elements if already developed
Authors
Geschäftsführer
Gesellschafter
Geschäftsanteil
Stammkapital
Firmenbuch
Generalversammlung
Geschäftsjahr
Jahresabschluss
Sitz der Gesellschaft
Geschäftsanschrift
Geschäftsführung
Mehrheitsbeschluss
Gewinnverteilung
Kapitalerhöhung
Kapitalherabsetzung
Geschäftsbereich
Stimmrecht
Aufsichtsrat
Prokura
Handelsregister
Gesellschafterbeschluss
Übertragung von Geschäftsanteilen
Verfügung über Geschäftsanteile
Geschäftsführungsbefugnis
Vertretungsbefugnis
Gewinnausschüttung
Geschäftsordnung
Liquidation
Wettbewerbsverbot
Company Name and Registered Office
Corporate Purpose
Share Capital
Shareholding Structure
Management and Representation
Shareholder Rights
Voting Rights
General Meetings
Financial Statements
Profit Distribution
Share Transfer
Pre-emption Rights
Non-Competition
Confidentiality
Resolution Passing
Advisory Board
Termination
Liquidation
Dispute Resolution
Governing Law
Amendment Procedures
Tag-Along Rights
Drag-Along Rights
Capital Increase
Capital Reduction
Financial Year
Deadlock Resolution
Minority Rights
Information Rights
Technology
Manufacturing
Professional Services
Retail
Real Estate
Financial Services
Healthcare
Energy
Transportation
Construction
Agriculture
Tourism
Media and Entertainment
Education
Consulting
Legal
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretariat
Compliance
Finance
Business Development
Investment
Corporate Affairs
CEO
Managing Director
Company Secretary
Corporate Lawyer
Legal Counsel
Chief Legal Officer
Business Development Manager
CFO
Board Member
Compliance Officer
Corporate Governance Officer
Company Founder
Entrepreneur
General Counsel
Head of Legal
Investment Manager
Partner
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