Company Memorandum And Articles Of Association Template for Austria

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Key Requirements PROMPT example:

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."

Document background
The Company Memorandum and Articles of Association is a mandatory legal document required for incorporating a company in Austria. This foundational document must be prepared when establishing either a Limited Liability Company (GmbH) or Stock Corporation (AG) under Austrian law. It contains essential information about the company's structure, including share capital, shareholder rights, management framework, and operational procedures. The document must comply with the requirements of the Austrian Limited Liability Companies Act (GmbHG) or Stock Corporation Act (AktG), depending on the company type. It requires notarization and registration with the Commercial Register (Firmenbuch) to be legally effective. The document serves as a reference point for corporate governance throughout the company's lifetime and may need amendments as the company evolves or regulatory requirements change.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Energy

Transportation

Construction

Agriculture

Education

Hospitality

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Affairs

Compliance

Board of Directors

Executive Management

Corporate Governance

Shareholder Relations

Finance

Company Secretariat

Risk Management

Relevant Roles

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

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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