The Partnership Agreement Contract is a fundamental legal document used in Austria to formalize business partnerships under the Austrian Civil Code (ABGB) and Commercial Code (UGB). This document is essential when two or more parties wish to establish a formal business partnership, whether for professional services, trading, or other commercial activities. It serves as the governing document that defines the partnership's structure, outlines capital contributions, establishes profit-sharing mechanisms, and sets forth management rights and responsibilities. The agreement must comply with Austrian partnership law requirements and should be drafted with consideration of tax implications, social security regulations, and commercial registration requirements. It's particularly crucial for protecting partners' interests, preventing future disputes, and ensuring clear guidelines for partnership operations and eventual dissolution.

1. Parties: Identification and details of all partners entering into the agreement

2. Background: Context of the partnership formation and intended purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Partnership Formation: Details of partnership establishment, type, name, and registration requirements

5. Business Purpose: Detailed description of the partnership's business activities and objectives

6. Capital Contributions: Initial and ongoing capital contributions of each partner

7. Profit and Loss Sharing: Distribution of profits and allocation of losses among partners

8. Management and Decision Making: Partnership management structure and decision-making processes

9. Partners' Rights and Obligations: Detailed rights and responsibilities of all partners

10. Banking and Financial Records: Financial management procedures and record-keeping requirements

11. Meetings and Voting: Procedures for partner meetings and voting mechanisms

12. Transfer of Partnership Interests: Rules regarding the transfer of partnership shares

13. Admission of New Partners: Process and conditions for admitting new partners

14. Withdrawal and Retirement: Procedures for partner withdrawal or retirement

15. Dissolution and Liquidation: Conditions and procedures for partnership dissolution

16. Notices: Communication requirements and methods between partners

17. Governing Law: Specification of Austrian law as governing law

18. Dispute Resolution: Procedures for resolving disputes between partners