Company Agreement for Austria

Company Agreement Template for Austria

A comprehensive legal document governed by Austrian law that establishes the foundation and operational framework of a company. It outlines the relationship between shareholders, defines the company's purpose and structure, and sets forth the rules for corporate governance. The agreement must comply with the Austrian Commercial Code (UGB) and the Limited Liability Companies Act (GmbHG), requiring notarization and registration with the Commercial Register. It includes essential provisions for share capital, management structure, decision-making processes, and shareholder rights and obligations.

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What is a Company Agreement?

The Company Agreement (Gesellschaftsvertrag) is a mandatory legal document required under Austrian law for establishing and operating a company. It serves as the constitutional document of the business entity, setting out fundamental aspects such as share capital, management structure, and decision-making processes. This document must be executed before a notary public and registered with the Austrian Commercial Register to be legally effective. The Company Agreement is particularly crucial as it governs the relationships between shareholders, defines corporate governance structures, and provides mechanisms for resolving potential disputes. It needs to comply with the Austrian Commercial Code (UGB) and the Limited Liability Companies Act (GmbHG), while also accommodating specific business needs and shareholder arrangements.

What sections should be included in a Company Agreement?

1. Parties: Identification of all founding shareholders with full legal names and addresses

2. Background: Context of the company formation and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Company Name and Registered Office: Official company name, registered office address, and branch offices if any

5. Purpose of the Company: Detailed description of business activities and objectives

6. Share Capital: Amount of share capital, division of shares, and contributions of each shareholder

7. Shareholders: Rights and obligations of shareholders, including voting rights and profit sharing

8. Management: Appointment, removal, and powers of managing directors (Geschäftsführer)

9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings

10. Resolutions: Decision-making processes and majority requirements

11. Financial Year and Annual Accounts: Definition of financial year and provisions for accounting

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

13. Transfer of Shares: Procedures and restrictions for transferring shares

14. Termination: Grounds and procedures for termination of the agreement

15. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction

What sections are optional to include in a Company Agreement?

1. Non-Competition: Restrictions on shareholders' competing activities, used when shareholders might have competing business interests

2. Advisory Board: Structure and powers of an advisory board (Beirat), used for larger companies or when additional oversight is desired

3. Intellectual Property: IP rights and their allocation, important for technology or creative companies

4. Tag-Along Rights: Protection for minority shareholders in case of share sales, used in companies with significant minority interests

5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale, used in companies with expected exit scenarios

6. Dead-Lock Resolution: Procedures for resolving decision-making deadlocks, important for companies with equal shareholding

7. Employee Participation: Framework for employee share ownership programs, used when employee participation is planned

What schedules should be included in a Company Agreement?

1. Schedule 1 - Initial Shareholdings: Detailed breakdown of initial share capital allocation and contributions

2. Schedule 2 - Business Plan: Initial business plan and financial projections

3. Schedule 3 - Managing Director Service Agreements: Terms of employment for managing directors

4. Schedule 4 - Specimen Share Certificate: Template for share certificates

5. Schedule 5 - Reserved Matters: List of decisions requiring special majority or unanimous approval

6. Appendix A - Power of Attorney Templates: Standard forms for power of attorney

7. Appendix B - Company Registration Forms: Forms required for commercial register registration

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

Jurisdiction

Austria

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Real Estate

Financial Services

Healthcare

Construction

Hospitality

Energy

Agriculture

Transportation

Media and Entertainment

Education

Consulting

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Investment

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

Corporate Lawyer

Company Secretary

Chief Financial Officer

Board Member

Compliance Officer

Legal Counsel

Corporate Governance Officer

Shareholder

Business Development Director

Investment Manager

General Counsel

Risk Manager

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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