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Company Ownership Contract
"I need a Company Ownership Contract for an Austrian technology startup with three founding shareholders, including specific provisions for future investor entry and a vesting schedule for founder shares to be implemented by March 2025."
1. Parties: Identification and details of all shareholders/owners and the company
2. Background: Context of the agreement and company formation/ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Company Name and Registered Office: Official company name, type, and registered address
5. Purpose of the Company: Business objectives and scope of company activities
6. Share Capital and Contributions: Details of share capital, division of shares, and contribution requirements
7. Shareholders and Shareholdings: List of shareholders and their respective shareholdings
8. Transfer of Shares: Rules and procedures for share transfers, including any restrictions
9. Management and Representation: Management structure, appointment of managing directors, and representation powers
10. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
11. Resolutions and Voting Rights: Decision-making processes and voting requirements
12. Financial Statements and Profit Distribution: Rules for financial reporting and profit allocation
13. Term and Termination: Duration of the agreement and termination provisions
14. Confidentiality: Obligations regarding company and business secrets
15. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction
1. Preemption Rights: Used when shareholders want first right of refusal on share transfers
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sale
3. Drag-Along Rights: Include when majority shareholders need power to force minority participation in sale
4. Non-Competition: Used when shareholders should be restricted from competing activities
5. Intellectual Property Rights: Include when IP ownership needs to be clearly defined
6. Advisory Board: Used when establishing an additional advisory body
7. Share Classes: Include when creating different classes of shares with varying rights
8. Death of Shareholders: Special provisions for handling shares in case of shareholder death
9. Deadlock Resolution: Include when equal shareholding might lead to decision-making deadlocks
1. Schedule 1 - Share Capital Details: Detailed breakdown of share capital, shareholders, and contributions
2. Schedule 2 - Company Business Plan: Initial business plan and strategic objectives
3. Schedule 3 - Management Structure: Detailed organizational structure and management responsibilities
4. Schedule 4 - Shareholders' Special Rights: Any special rights or obligations of specific shareholders
5. Schedule 5 - Share Transfer Procedures: Detailed procedures and forms for share transfers
6. Schedule 6 - Company Valuation Method: Agreed method for company valuation in case of share transfers
7. Appendix A - Initial Shareholders' Resolution: Copy of initial shareholders' resolution
8. Appendix B - Managing Director Service Agreements: Templates or copies of management contracts
Authors
Articles of Association
Business Day
Business Plan
Company
Commercial Register
Confidential Information
Controlling Interest
Drag-Along Right
Effective Date
Encumbrance
Exit Event
Fair Market Value
Financial Year
Firmenbuch
Geschäftsführer
Gesellschafterversammlung
Group Company
Initial Business Plan
Intellectual Property Rights
Managing Director
Material Breach
Minority Shareholder
Notarial Deed
Parties
Preemption Rights
Qualified Majority
Related Party
Reserved Matters
Share Capital
Share Transfer
Shareholder Resolution
Shareholders
Shares
Stammkapital
Subsidiary
Tag-Along Right
Territory
Transfer
Voting Rights
Share Capital
Share Ownership
Share Transfer Restrictions
Preemption Rights
Tag-Along Rights
Drag-Along Rights
Management Rights
Shareholder Meetings
Voting Rights
Reserved Matters
Dividend Policy
Information Rights
Non-Competition
Confidentiality
Intellectual Property
Financial Reporting
Bank Accounts
Business Plan
Corporate Governance
Board Composition
Managing Director Appointment
Decision Making
Dispute Resolution
Deadlock Resolution
Exit Provisions
Death and Incapacity
Anti-Dilution
Representations and Warranties
Termination
Assignment
Notices
Severability
Amendments
Governing Law
Jurisdiction
Technology and Software
Manufacturing
Professional Services
Financial Services
Real Estate
Retail and Commerce
Healthcare
Energy and Utilities
Media and Entertainment
Construction
Agriculture
Transportation and Logistics
Hospitality
Education
Consulting
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Corporate Services
Investment
Business Development
Board of Directors
Company Secretariat
Chief Executive Officer
Managing Director
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Business Development Director
Investment Manager
Shareholders
Board Members
Compliance Officer
Corporate Governance Officer
Finance Director
General Counsel
Business Owner
Startup Founder
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