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Operating Agreement Amendment

Operating Agreement Amendment Template for Austria

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Key Requirements PROMPT example:

Operating Agreement Amendment

"I need an Operating Agreement Amendment under Austrian law to modify our GmbH's management structure from single to dual managing directors, to be effective from March 1, 2025."

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Document background
The Operating Agreement Amendment serves as a critical tool for Austrian limited liability companies (GmbHs) needing to update their governing documents in response to changing business needs, regulatory requirements, or shareholder arrangements. This document type is particularly relevant when companies need to modify specific provisions of their operating agreement while maintaining the overall structure and validity of the original document. The amendment must comply with Austrian corporate law, particularly the GmbHG, and usually requires notarization to be legally effective. It's commonly used for changes in management structure, profit distribution, share transfer provisions, or other operational aspects of the company. The document should carefully reference the original operating agreement and clearly delineate which provisions are being modified, added, or removed.
Suggested Sections

1. Parties: Identification of all parties to the amendment, including the original operating agreement parties

2. Background: Context of the original operating agreement, including date of execution and reason for amendment

3. Definitions: Key terms used in the amendment, including reference to definitions in the original agreement

4. Reference to Original Agreement: Specific citation of the original operating agreement being amended

5. Effective Date: Specification of when the amendments take effect

6. Amendment Provisions: Detailed description of specific provisions being amended, showing both original and new text

7. Confirmation of Other Terms: Statement confirming all other terms of the original agreement remain in force

8. Governing Law: Confirmation of Austrian law as governing law

9. Execution: Signature blocks for all parties and notary requirements under Austrian law

Optional Sections

1. Recitals of Corporate Approvals: Include when the amendment required specific corporate approvals or resolutions

2. Regulatory Compliance: Include when amendments relate to regulatory requirements or changes

3. Third Party Consents: Include when amendments require or have obtained consent from third parties

4. Tax Implications: Include when amendments have specific tax consequences that need to be acknowledged

5. Transitional Provisions: Include when amendments require phase-in periods or temporary arrangements

Suggested Schedules

1. Schedule of Amendments: Detailed table showing original text and amended text in parallel columns

2. Corporate Resolutions: Copies of relevant corporate resolutions approving the amendments

3. Amended and Restated Provisions: Clean version of amended provisions in their entirety

4. Regulatory Approvals: Copies of any required regulatory approvals or confirmations

5. Consent Documents: Copies of third-party consents or acknowledgments if required

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
Relevant Industries

Manufacturing

Technology

Professional Services

Real Estate

Retail

Healthcare

Financial Services

Construction

Energy

Transportation

Hospitality

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Compliance

Finance

Operations

Risk Management

Administrative

Business Development

Corporate Affairs

Relevant Roles

Managing Director

Legal Counsel

Corporate Secretary

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Corporate Governance Officer

Board Member

Company Secretary

General Counsel

Legal Manager

Business Development Director

Risk Manager

Operations Director

Industries
GmbHG (Limited Liability Companies Act): The primary law governing limited liability companies in Austria, containing provisions about company operations, amendments to operating agreements, and corporate governance requirements
UGB (Austrian Enterprise Code): Contains general commercial law provisions applicable to all business entities, including requirements for commercial transactions and business operations
ABGB (Austrian Civil Code): Provides the fundamental principles of contract law, including requirements for valid amendments and general contractual obligations
Firmenbuchgesetz (Commercial Register Act): Governs the registration requirements and procedures for company changes in the commercial register, including amendments to operating agreements
Notariatsordnung (Notarial Code): Contains requirements for notarization of certain corporate documents and amendments, which might be necessary for operating agreement changes
EU-GesRÄG (EU Company Law Amendment Act): Implements EU company law directives and might affect certain aspects of operating agreement amendments, especially in cross-border contexts
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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