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A Memorandum of Association is the founding document that brings a company to life under Austrian law. It outlines the basic framework of your corporation, including its name, registered office, business purpose, and starting capital. Think of it as your company's birth certificate and constitution rolled into one.

Under Austria's GmbH-Gesetz (Limited Liability Companies Act), every GmbH must have this document notarized before registration at the commercial court. It sets out key rules about shareholder rights, management structure, and how important decisions get made. Your company can't legally exist or do business without one, and changing it later requires shareholder approval and formal registration.

You need a Memorandum of Association when starting any limited liability company (GmbH) in Austria. It's not optional - this document must be in place before you can register your business with the commercial court. Most entrepreneurs create it during their initial planning phase, working with a notary to ensure all legal requirements are met.

This founding document becomes essential in several business situations: when bringing in new shareholders, expanding into new business areas, changing your company's name or purpose, or moving your registered office. Austrian law requires notarized amendments to your Memorandum each time you make these significant changes, making it a living document that grows with your business.

• Company Memorandum And Articles Of Association: Standard version for commercial GmbHs, covering both basic company structure and detailed operational rules
• Companies Memorandum Of Association: Streamlined format focusing solely on essential founding elements, ideal for simple business structures
• Memorandum Of Association For A Charitable Company: Specialized version for non-profit organizations, including specific provisions for charitable purposes and asset distribution restrictions

• Company Founders: Create and sign the Memorandum of Association when establishing their GmbH, defining their ownership stakes and initial capital contributions
• Notaries: Must authenticate the document and ensure it meets all Austrian legal requirements before commercial court registration
• Managing Directors: Execute the company's activities within the framework set by the Memorandum, often named directly in it
• Shareholders: Bound by the document's provisions regarding voting rights, profit distribution, and transfer restrictions
• Commercial Court Officials: Review and register the Memorandum as part of the company formation process

• Basic Company Details: Gather the company name, registered office address, and intended business purpose
• Capital Structure: Determine initial share capital (minimum €35,000) and how it's divided among founders
• Shareholder Information: Collect full legal names, addresses, and birth dates of all founding shareholders
• Management Setup: Decide on managing directors and their signing authority rules
• Decision Rules: Define voting majorities for key company decisions
• Document Generation: Use our platform to create a legally compliant draft that includes all mandatory elements
• Notary Appointment: Schedule authentication with an Austrian notary for official validation

• Company Name: Full legal name with "GmbH" designation and unique business identifier
• Registered Office: Official company address within Austrian territory
• Business Purpose: Clear description of permitted business activities and scope
• Share Capital: Statement of minimum €35,000 capital and allocation among shareholders
• Shareholder Details: Names, addresses, and contribution amounts of all founders
• Management Structure: Rules for appointing managing directors and their powers
• Decision-Making: Procedures for shareholder meetings and voting requirements
• Profit Distribution: Rules for handling annual profits and losses
• Transfer Provisions: Conditions for selling or transferring shares

A Memorandum of Association differs significantly from a Model Articles of Association, though both are crucial founding documents for Austrian companies. While the Memorandum establishes the company's basic identity and structure, the Articles detail the internal rules for running it.

• Scope and Purpose: Memorandum defines fundamental elements like company name, capital, and business purpose; Articles cover day-to-day operational rules and procedures
• Legal Status: Memorandum creates the company's legal existence; Articles govern how it functions once established
• Modification Process: Changing the Memorandum requires notarization and commercial court registration; Articles can often be modified through shareholder resolutions
• Content Focus: Memorandum addresses external matters like business identity; Articles handle internal matters like board meetings and shareholder rights