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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
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
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
Articles of Association
Business Day
Business Plan
Company
Commercial Register
Confidential Information
Encumbrance
Financial Year
Geschäftsführer
Geschäftsanteil
Group
Initial Business Plan
Intellectual Property Rights
Managing Director
Material Contract
Member
Parties
Registered Office
Related Party
Reserved Matters
Share Capital
Shareholders
Shareholders' Meeting
Share Transfer
Stammeinlage
Subsidiary
Super Majority Resolution
Tag-Along Rights
Territory
Transfer
Unanimous Resolution
Working Day
Corporate Purpose
Share Capital
Share Transfer
Management Authority
Shareholder Rights
Voting Rights
Profit Distribution
General Meetings
Board Composition
Decision Making
Reserved Matters
Non-Competition
Confidentiality
Intellectual Property
Financial Reporting
Dividend Policy
Tag-Along Rights
Drag-Along Rights
Exit Rights
Termination
Deadlock Resolution
Amendment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Assignment
Force Majeure
Technology
Manufacturing
Professional Services
Retail
Real Estate
Financial Services
Healthcare
Construction
Hospitality
Energy
Agriculture
Transportation
Media and Entertainment
Education
Consulting
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Corporate Affairs
Business Development
Investment
Administrative
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
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