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Deed Of Association
"I need a Deed of Association for establishing an Austrian technology startup GmbH with three founding shareholders, including specific provisions for intellectual property rights and a planned IPO exit strategy by March 2025."
1. Parties: Identification of all founding shareholders (Gesellschafter), including full names, dates of birth, and addresses
2. Background: Context of the company formation and intention of the parties to establish the company
3. Definitions: Key terms used throughout the deed
4. Company Name and Registered Office: Official company name (Firma) and registered address
5. Corporate Purpose: Detailed description of the company's business activities and objectives (Unternehmensgegenstand)
6. Share Capital: Amount of nominal capital (Stammkapital) and division into shares (Geschäftsanteile)
7. Shareholders and Contributions: List of shareholders and their respective capital contributions
8. Management and Representation: Appointment of managing directors (Geschäftsführer) and their powers
9. Shareholders' Meetings: Rules for convening and conducting shareholders' meetings
10. Financial Year and Annual Accounts: Definition of financial year and requirements for financial statements
11. Transfer of Shares: Conditions and procedures for transferring company shares
12. Termination and Dissolution: Provisions for company termination and liquidation procedures
1. Non-Competition Clause: Restrictions on shareholders' involvement in competing businesses - used when shareholders might have conflicting business interests
2. Advisory Board: Structure and powers of an advisory board (Beirat) - included when additional oversight is desired
3. Profit Distribution: Special provisions for profit sharing - used when deviating from standard proportional distribution
4. Right of First Refusal: Detailed procedures for share transfers within existing shareholders - important for closely held companies
5. Inheritance Provisions: Special rules for handling shares in case of shareholder death - relevant for family businesses
6. Intellectual Property Rights: Provisions regarding IP ownership and usage - important for technology or creative companies
7. Branch Offices: Provisions for establishing branch offices - relevant for companies planning geographic expansion
1. Schedule 1 - Initial Shareholdings: Detailed breakdown of initial share distribution and contributions
2. Schedule 2 - Share Transfer Form: Template for future share transfers
3. Schedule 3 - Managing Director Service Agreement: Standard terms for managing director appointments
4. Schedule 4 - Business Plan: Initial business plan and financial projections
5. Appendix A - Specimen Signatures: Signature specimens of initial managing directors
6. Appendix B - Company Rules of Procedure: Internal regulations for company management
7. Appendix C - Asset Register: List of initial company assets and their valuation
Authors
Business Day
Company
Gesellschaft
Managing Director
Geschäftsführer
Share Capital
Stammkapital
Shareholders
Gesellschafter
Geschäftsanteile
Financial Year
Geschäftsjahr
Supervisory Board
Aufsichtsrat
General Meeting
Generalversammlung
Commercial Register
Firmenbuch
Registered Office
Sitz der Gesellschaft
Corporate Purpose
Unternehmensgegenstand
Transfer
Abtretung
Encumbrance
Business Plan
Confidential Information
Related Party
Verbundene Unternehmen
Resolution
Beschluss
Majority Resolution
Mehrheitsbeschluss
Special Resolution
Sonderbeschluss
Articles of Association
Gesellschaftsvertrag
Subsidiary
Tochtergesellschaft
Working Day
Werktag
Share Transfer
Anteilsübertragung
Dividend
Gewinnausschüttung
Annual Accounts
Jahresabschluss
Voting Rights
Stimmrechte
Share Capital
Corporate Purpose
Registered Office
Company Name
Duration
Management Authority
Shareholder Rights
Share Transfer
Voting Rights
General Meetings
Financial Reporting
Profit Distribution
Non-Competition
Confidentiality
Termination
Dissolution
Dispute Resolution
Amendments
Notices
Governing Law
Jurisdiction
Share Valuation
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Management Appointment
Reserved Matters
Board Meetings
Shareholder Meetings
Financial Year
Dividend Rights
Information Rights
Exit Provisions
Inheritance Provisions
Severability
Legal Services
Financial Services
Professional Services
Manufacturing
Technology
Retail
Healthcare
Real Estate
Construction
Hospitality
Education
Transportation
Energy
Agriculture
Media and Entertainment
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Administrative
Corporate Secretariat
Risk Management
Business Development
Investment
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Board Member
Company Director
Legal Administrator
Corporate Governance Officer
Business Development Manager
Investment Manager
Risk Manager
General Counsel
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