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Company Memorandum And Articles Of Association
"I need a Company Memorandum and Articles of Association for an Austrian technology startup GmbH to be incorporated in March 2025, with provisions for three share classes, tag-along rights, and specific clauses for virtual board meetings and employee share options."
1. Company Name and Registered Office: Specifies the company's official name and registered address in Austria
2. Purpose of the Company: Defines the business objectives and permitted activities of the company
3. Share Capital: States the amount of share capital and its division into shares
4. Shareholders: Lists the founding shareholders and their respective shareholdings
5. Transfer of Shares: Rules governing the transfer of shares and any restrictions thereon
6. Management and Representation: Details about managing directors, their appointment, removal, and powers
7. Shareholders' Meetings: Rules for convening and conducting shareholders' meetings, voting rights
8. Financial Year and Annual Accounts: Defines the financial year and requirements for financial reporting
9. Distribution of Profits: Rules for determining and distributing company profits
10. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Supervisory Board: Required for larger GmbHs and AGs, details composition and functions of the supervisory board
2. Share Classes: Needed when company has different classes of shares with varying rights
3. Pre-emption Rights: Detailed procedures for existing shareholders' rights to purchase shares before third parties
4. Tag-Along and Drag-Along Rights: Special provisions for share sale scenarios in larger or venture-backed companies
5. Virtual Meetings: Provisions for conducting meetings electronically, particularly relevant post-COVID
6. Compliance Committee: For regulated industries or larger companies requiring specific compliance oversight
7. Branch Offices: Required when company plans to operate branch offices
8. Arbitration Clause: Alternative dispute resolution procedures, optional but common in larger companies
1. Initial Shareholders and Shareholdings: Detailed list of founding shareholders with their share numbers and values
2. Share Certificate Template: Template for share certificates if physical certificates are to be issued
3. Managing Directors' Powers: Detailed list of specific powers and limitations of managing directors
4. Subsidiary Companies: List of any subsidiary companies and their details
5. Property Rights: Details of any property or intellectual property rights transferred to the company upon formation
6. Form of Share Transfer Agreement: Template for share transfer documentation
7. Initial Business Plan: Initial business plan or strategy document (if required by shareholders)
8. Specimen Signatures: Signature specimens of initial managing directors and authorized signatories
Authors
Articles
Annual General Meeting
Board
Business Day
Chairman
Company
Commercial Register
Directors
Electronic Form
Extraordinary General Meeting
Financial Year
General Meeting
Managing Director
Member
Month
Office
Ordinary Resolution
Paid Up
Person
Register of Members
Registered Office
Seal
Secretary
Share
Share Capital
Shareholder
Special Resolution
Supervisory Board
Statutory Auditor
Subscription Price
Transfer
Virtual Meeting
Writing
Year
GmbHG
AktG
UGB
Geschäftsführer
Gesellschafter
Firmenbuch
Notariatsakt
Stammkapital
Geschäftsanteil
Gesellschafterversammlung
Corporate Purpose
Share Capital and Shares
Share Transfer Restrictions
Share Certificates
Pre-emption Rights
Management and Representation
Directors' Powers and Duties
Appointment and Removal of Directors
Directors' Meetings
Directors' Interests
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies
Written Resolutions
Share Classes and Rights
Dividend Rights
Reserve Capital
Financial Statements
Audit Requirements
Electronic Communications
Service of Notices
Winding Up
Indemnification
Amendment of Articles
Supervisory Board Constitution
Share Valuation
Tag-Along Rights
Drag-Along Rights
Confidentiality
Dispute Resolution
Governing Law
Language
Corporate Seal
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Energy
Transportation
Construction
Agriculture
Education
Hospitality
Media and Entertainment
Telecommunications
Legal
Corporate Affairs
Compliance
Board of Directors
Executive Management
Corporate Governance
Shareholder Relations
Finance
Company Secretariat
Risk Management
Chief Executive Officer
Managing Director
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Member
Director of Corporate Affairs
General Counsel
Corporate Governance Officer
Chief Legal Officer
Company Director
Shareholder Relations Manager
Business Development Director
Chief Financial Officer
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