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.
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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)
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
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
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