The Partnership Operating Agreement is a crucial document for any business partnership established under Austrian law. It is specifically required when forming either a general partnership (OG) or limited partnership (KG) in Austria, and must comply with the requirements set forth in the Austrian Commercial Code (UGB) and Civil Code (ABGB). This agreement serves multiple essential purposes: it defines the rights and responsibilities of all partners, establishes governance and management structures, outlines capital contribution requirements, and sets procedures for profit distribution and decision-making. The Partnership Operating Agreement is particularly important as it provides clarity and legal certainty for all parties involved, helps prevent future disputes, and is required for registration in the Austrian Commercial Register (Firmenbuch). This document should be carefully drafted to address both mandatory legal requirements and the specific needs of the partnership's business operations.

1. Parties: Identification and details of all partners, including full legal names, addresses, and registration numbers if applicable

2. Background: Context of the partnership formation, business purpose, and partnership history if relevant

3. Definitions: Key terms used throughout the agreement defined for clarity and legal certainty

4. Partnership Formation and Purpose: Legal establishment of the partnership, business objectives, and scope of activities

5. Partnership Name and Registered Office: Official name of the partnership and its registered address

6. Term and Duration: Period of partnership, commencement date, and conditions for continuation

7. Capital Contributions: Initial and ongoing capital contributions of each partner, valuation methods, and timing

8. Profit and Loss Allocation: Formula and method for distributing profits and losses among partners

9. Management and Decision Making: Partnership governance structure, voting rights, and decision-making processes

10. Partner Rights and Obligations: Detailed responsibilities, duties, and rights of all partners

11. Financial Affairs: Accounting principles, fiscal year, banking arrangements, and financial reporting requirements

12. Transfer of Partnership Interests: Rules governing the transfer of partnership shares and admission of new partners

13. Withdrawal and Retirement: Procedures and terms for partner withdrawal or retirement

14. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution and asset distribution

15. Notices: Communication requirements and methods between partners

16. Governing Law: Confirmation of Austrian law application and jurisdiction

17. Dispute Resolution: Procedures for resolving partnership disputes

18. General Provisions: Miscellaneous legal provisions including severability and entire agreement clauses