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Memorandum Of Incorporation

Memorandum Of Incorporation Template for Austria

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Key Requirements PROMPT example:

Memorandum Of Incorporation

"I need a Memorandum of Incorporation for establishing a technology startup as a GmbH in Vienna, with three founding shareholders and initial share capital of €35,000, planning to start operations in March 2025."

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Document background
The Memorandum of Incorporation is a mandatory legal document required for company formation in Austria, serving as the constitutional foundation of the enterprise. This document must be prepared and executed when establishing any corporation (AG) or limited liability company (GmbH) under Austrian law. It contains crucial information about the company's structure, governance, and operations, including share capital, shareholder rights, management framework, and corporate purpose. The document must comply with the Austrian Commercial Code (UGB), relevant corporate legislation, and EU directives, requiring certification by a notary public and registration with the Austrian Commercial Register (Firmenbuch) to become legally effective.
Suggested Sections

1. Company Name and Form: Legal name of the company and its corporate form (AG or GmbH)

2. Registered Office: Official address and location of the company's registered office in Austria

3. Corporate Purpose: Detailed description of the company's business activities and objectives

4. Share Capital: Amount of initial capital, number and types of shares, and their nominal value

5. Shareholders: Identity of founding shareholders and their shareholdings

6. Management Structure: Organization of management board (Vorstand) or managing directors (Geschäftsführer)

7. Supervisory Board: Composition and duties of the supervisory board if required

8. General Meeting: Rules for shareholder meetings, voting rights, and decision-making processes

9. Financial Year: Definition of the company's financial year

10. Duration: Period of the company's existence (usually unlimited)

Optional Sections

1. Share Transfer Restrictions: Include when specific limitations on share transfers are desired

2. Pre-emption Rights: Include when existing shareholders should have priority rights to purchase new shares

3. Dividend Policy: Include when specific rules for profit distribution are needed

4. Additional Corporate Bodies: Include when establishing additional governance structures beyond legal requirements

5. Conflict Resolution: Include when specific dispute resolution mechanisms are desired

6. Company Secretary: Include when the company wishes to establish this role

7. Branch Offices: Include when the company plans to establish branch offices

Suggested Schedules

1. Initial Shareholders: Detailed list of founding shareholders with their information and shareholdings

2. Share Capital Structure: Detailed breakdown of share classes, rights, and nominal values

3. Management Board Members: Initial appointment of management board members or managing directors

4. Supervisory Board Members: Initial appointment of supervisory board members if applicable

5. Specimen Signatures: Authorized signatures of initial board members and officers

6. Business Plan: Initial business plan and financial projections

7. Company Rules: Internal regulations and procedures

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Company Formation
Corporate Identity
Share Capital
Share Rights and Restrictions
Share Transfers
Corporate Purpose
Management Structure
Board Powers
Board Meetings
General Meetings
Voting Rights
Dividend Rights
Corporate Records
Financial Statements
Supervisory Board
Amendments
Dissolution
Winding Up
Dispute Resolution
Governing Law
Shareholder Rights
Pre-emption Rights
Corporate Seal
Notice Requirements
Financial Year
Registered Office
Business Activities
Appointment of Directors
Director Duties
Company Secretary
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Energy

Transportation

Construction

Media and Entertainment

Telecommunications

Agriculture

Education

Hospitality

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Compliance

Finance

Corporate Affairs

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Member

Chief Financial Officer

Corporate Governance Officer

Business Development Director

Company Founder

Shareholder

Director of Operations

Head of Legal

Corporate Affairs Manager

Industries
Unternehmensgesetzbuch (UGB): Austrian Commercial Code - Primary legislation governing business enterprises, commercial transactions, and company formation in Austria
Aktiengesetz (AktG): Austrian Stock Corporation Act - Regulates the establishment and operation of joint-stock companies (AG) in Austria
GmbH-Gesetz: Limited Liability Companies Act - Governs the formation and operation of limited liability companies (GmbH) in Austria
Firmenbuchgesetz (FBG): Commercial Register Act - Regulates the registration of companies in the Austrian Commercial Register
Gewerbeordnung: Austrian Trade Act - Regulates business licenses and trading permits required for certain business activities
EU Directive 2017/1132: European Union directive relating to certain aspects of company law, which impacts Austrian corporate law
Bundesabgabenordnung (BAO): Federal Fiscal Code - Contains provisions regarding company taxation and fiscal obligations
Corporate Governance Kodex: Austrian Corporate Governance Code - Provides guidelines for responsible management and control of companies
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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