Assignment Of Membership Interest

Assignment Of Membership Interest Template for Austria

Create a bespoke document in minutes, or upload and review your own.

4.6 / 5

4.8 / 5

Let's create your Assignment Of Membership Interest

1. Select your governing law and document type:

2. Enter your key requirements:

3. Create your document to edit, review or download

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

"I need an Assignment of Membership Interest agreement under Austrian law for transferring 25% membership interest in our GmbH from one existing member to another, with completion scheduled for March 15, 2025, including standard representations and warranties."

Document background

The Assignment Of Membership Interest agreement is a crucial document used when transferring ownership interests in Austrian companies, particularly in GmbHs (limited liability companies). This document becomes necessary when a member wishes to sell or transfer their ownership stake to another party, whether an existing member or a new investor. The agreement must comply with strict Austrian legal requirements, including mandatory notarization and registration with the Austrian Company Register (Firmenbuch). It contains essential provisions regarding the transfer terms, purchase price, representations and warranties, and necessary corporate approvals. The document must align with both the Austrian Civil Code (ABGB) and specific corporate law requirements under the GmbHG, while also addressing any applicable tax implications and company-specific transfer restrictions that may exist in the company's articles of association.

Suggested Sections

1. Parties: Identification of the Assignor (current member), Assignee (new member), and the Company whose membership interest is being transferred

2. Background: Context of the transfer, including details of the existing membership interest and reason for transfer

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

4. Assignment and Consideration: Core provision detailing the transfer of membership interest and the payment or consideration

5. Effective Date: Specification of when the transfer becomes effective, including any conditions precedent

6. Representations and Warranties of Assignor: Assignor's confirmations regarding ownership, authority to transfer, and status of the membership interest

7. Representations and Warranties of Assignee: Assignee's confirmations regarding authority, capacity, and compliance with company requirements

8. Notarial Requirements: Provisions regarding the Austrian legal requirement for notarial authentication of the transfer

9. Company Consent: Acknowledgment and consent of the company to the transfer, if required by the articles of association

10. Further Assurances: Obligations to execute additional documents and take necessary steps to complete the transfer

11. Governing Law: Specification of Austrian law as governing law and jurisdiction provisions

Optional Sections

1. Tag-Along Rights: Optional section when existing members retain specific rights to participate in the transfer

2. Right of First Refusal Waiver: Required if other members have pre-emptive rights that need to be waived

3. Purchase Price Payment Terms: Detailed payment provisions if the transfer involves installment payments or specific payment conditions

4. Tax Matters: Specific provisions regarding tax responsibilities and allocations, particularly relevant for partial year allocations

5. Confidentiality: Provisions regarding non-disclosure of transfer terms, if required

6. Non-Competition: Restrictions on Assignor's future competitive activities, if agreed

7. Survival: Specification of which provisions survive completion of the transfer

Suggested Schedules

1. Details of Membership Interest: Schedule specifying the exact percentage, class, and rights attached to the transferred interest

2. Calculation of Purchase Price: If the consideration is based on a formula or specific calculations

3. Company Resolution: Copy of company resolution approving the transfer, if required

4. Waiver Notices: Copies of waiver notices from other members regarding pre-emptive rights

5. Transfer Registration Forms: Forms required for registration with the Austrian Company Register (Firmenbuch)

6. Tax Clearance Certificates: Any required tax documentation for the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Legal Services

Financial Services

Professional Services

Real Estate

Manufacturing

Technology

Retail

Healthcare

Construction

Energy

Telecommunications

Hospitality

Transportation

Agriculture

Mining

Relevant Teams

Legal

Corporate Secretarial

Finance

Tax

Compliance

Mergers & Acquisitions

Business Development

Executive Management

Corporate Governance

Risk Management

Relevant Roles

Managing Director

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Secretary

Business Development Manager

Investment Manager

Mergers & Acquisitions Director

Corporate Lawyer

Partner (Law Firm)

Company Secretary

Financial Controller

Tax Manager

Compliance Officer

Find the exact document you need