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Articles Of Association Constitution
"I need Articles of Association Constitution drafted for a single-shareholder Austrian technology startup GmbH to be incorporated in March 2025, with provisions for future venture capital investment and employee share schemes."
1. Company Name and Registered Office: Legal company name, registered office address, and any branch offices
2. Purpose of the Company: Detailed description of business activities and objectives of the company
3. Share Capital and Contributions: Amount of share capital, division of shares, types of shares, and contribution details
4. Shareholders: Information about the founding shareholders and their shareholdings
5. Management and Representation: Rules regarding appointment, removal, and powers of managing directors
6. General Meeting: Procedures for convening and conducting shareholder meetings, voting rights, and decision-making processes
7. Financial Year and Annual Accounts: Definition of financial year and provisions for accounting and profit distribution
8. Transfer of Shares: Rules and restrictions regarding the transfer of company shares
9. Termination and Liquidation: Provisions for company dissolution and liquidation procedures
1. Supervisory Board: Required for larger GmbHs and AGs; defines composition, duties, and procedures of the supervisory board
2. Advisory Board: Optional provision for establishing an advisory board, its composition and functions
3. Non-Competition: Restrictions on shareholders' and directors' involvement in competing businesses
4. Tag-Along and Drag-Along Rights: Special provisions for share transfers in case of sale to third parties
5. Deadlock Resolution: Procedures for resolving disputes between shareholders with equal voting rights
6. Intellectual Property Rights: Provisions regarding ownership and use of company IP, particularly relevant for technology companies
7. Branch Offices: Provisions for establishing and managing branch offices, if applicable
8. Special Rights: Any special rights or obligations assigned to specific shareholders or share classes
1. Initial Shareholders and Shareholdings: Detailed list of founding shareholders and their initial capital contributions
2. Management Rules: Detailed procedures and policies for management operations
3. Share Transfer Restrictions: Detailed procedures and conditions for share transfers
4. Signatory Powers: List of authorized signatories and their signing authorities
5. Company Address Details: Complete details of registered office and any branch offices
6. Intellectual Property Schedule: List of company-owned intellectual property rights and their usage terms
7. Initial Business Plan: Initial business plan and strategy (often required for registration)
Authors
Manufacturing
Technology
Financial Services
Professional Services
Retail
Healthcare
Real Estate
Construction
Energy
Transportation
Agriculture
Education
Hospitality
Media and Entertainment
Telecommunications
Legal
Corporate Governance
Compliance
Executive Leadership
Board of Directors
Corporate Secretariat
Risk Management
Shareholder Relations
Finance
Administrative
Chief Executive Officer
Managing Director
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Member
Chief Financial Officer
Corporate Governance Officer
Risk Manager
Head of Legal
Company Director
Shareholder Representative
Board Secretary
General Counsel
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