The Limited Liability Partnership Contract is a crucial document for businesses seeking to establish a hybrid entity that combines partnership flexibility with corporate liability protection under Austrian law. This agreement is particularly valuable for professional service firms, medium-sized businesses, and joint ventures where partners want to actively participate in management while protecting their personal assets. The contract must comply with the Austrian Commercial Code (UGB) and related legislation, covering essential aspects such as capital requirements, management structure, profit distribution, and partner obligations. It's typically used when establishing new business partnerships or converting existing partnerships into LLPs, requiring careful consideration of Austrian regulatory requirements, tax implications, and business registration procedures.
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1. Parties: Identification of all partners with full legal names, addresses, and registration details
2. Background: Context of the partnership formation and intended business purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Formation and Name: Official establishment of the partnership, registered name, and business address
5. Business Purpose: Detailed description of partnership's business activities and objectives
6. Duration: Term of the partnership (fixed or indefinite) and conditions for continuation
7. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions
8. Partnership Interests: Partners' ownership percentages and voting rights
9. Management Structure: Appointment of managing partners, decision-making processes, and authority levels
10. Partners' Rights and Obligations: Detailed responsibilities, duties, and rights of all partners
11. Profit and Loss Distribution: Formula and timing for distributing profits and losses
12. Financial Matters: Accounting practices, fiscal year, banking arrangements, and financial reporting
13. Transfer of Partnership Interests: Rules for transferring ownership interests and admission of new partners
14. Termination and Dissolution: Grounds for termination, dissolution process, and asset distribution
15. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction
1. Non-Competition: Restrictions on partners engaging in competing businesses - include when partners have other business interests
2. Intellectual Property: IP ownership and usage rights - essential when the partnership will develop or use significant IP
3. Employee Matters: Employment policies and procedures - include when the partnership will have employees
4. Insurance: Required insurance coverage - important for high-risk businesses
5. Dispute Resolution: Alternative dispute resolution procedures - recommended for partnerships with complex operations
6. Force Majeure: Provisions for unforeseen circumstances - important for businesses vulnerable to external factors
7. Confidentiality: Protection of partnership's confidential information - crucial for businesses with sensitive information
1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2 - Business Plan: Initial business plan and strategic objectives
3. Schedule 3 - Management Structure: Detailed organizational chart and management responsibilities
4. Schedule 4 - Partnership Interest Register: Current ownership structure and history of transfers
5. Schedule 5 - Specimen Signatures: Authorized signatures for partnership operations
6. Appendix A - Financial Procedures: Detailed accounting and financial management procedures
7. Appendix B - Property Schedule: List of partnership's initial assets and properties
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