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Companies Memorandum Of Association Template for Austria

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Key Requirements PROMPT example:

Companies Memorandum Of Association

"I need a Companies Memorandum of Association for a simple Austrian tech startup with two equal shareholders, initial capital of 鈧35,000, to be established by March 2025, with standard profit-sharing arrangements and basic governance structure."

Document background
The Companies Memorandum of Association is a mandatory legal document required for establishing any company in Austria. This document outlines the fundamental structure and operating principles of the company, including details about shareholders, share capital, management, and corporate governance. It must comply with Austrian corporate law requirements and needs to be executed before a notary public. The Memorandum serves multiple purposes: it defines the relationship between shareholders, establishes management structures, sets out the company's objectives, and provides a framework for future operations. This document is particularly crucial as it forms the basis for company registration in the Austrian Commercial Register (Firmenbuch) and will govern the company's internal affairs throughout its existence.
Suggested Sections

1. Parties: Details of all founding shareholders/members including full names, dates of birth, and addresses

2. Background: Brief context of the company formation and intention of the parties

3. Definitions: Definition of key terms used throughout the document

4. Company Name and Registered Office: Official company name, registered office address, and any branch offices

5. Purpose of the Company: Detailed description of business activities and objectives

6. Share Capital: Amount of share capital and division among shareholders

7. Shareholders and Contributions: Details of shareholders' contributions, whether in cash or in kind

8. Management and Representation: Appointment process and powers of managing directors

9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings

10. Financial Year and Annual Accounts: Definition of financial year and requirements for financial reporting

11. Profit Distribution and Reserves: Rules for distribution of profits and creation of reserves

12. Transfer of Shares: Conditions and procedures for transferring company shares

13. Termination and Liquidation: Provisions for company dissolution and liquidation process

Optional Sections

1. Non-Competition Clause: Restrictions on shareholders' involvement in competing businesses

2. Advisory Board: Structure and functions of an optional advisory board

3. Intellectual Property Rights: Provisions regarding company's intellectual property

4. Tag-Along Rights: Rights of minority shareholders to join in sale of majority shares

5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale

6. Deadlock Resolution: Procedures for resolving deadlock situations in decision-making

7. Additional Capital Contributions: Provisions for additional funding requirements

8. Special Rights of Individual Shareholders: Any special voting or veto rights granted to specific shareholders

Suggested Schedules

1. Schedule 1: Initial Shareholders and Shareholdings: Detailed breakdown of initial share distribution and contributions

2. Schedule 2: In-Kind Contributions: Detailed description and valuation of any non-cash contributions

3. Schedule 3: Managing Directors' Authority Matrix: Detailed breakdown of management powers and limitations

4. Schedule 4: Business Plan: Initial business plan and financial projections

5. Appendix A: Specimen Signatures: Signature specimens of initial managing directors

6. Appendix B: Company Logo and Corporate Design: Official company branding elements if already developed

Authors

Alex Denne

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

Relevant legal definitions






























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Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Real Estate

Financial Services

Healthcare

Energy

Transportation

Construction

Agriculture

Tourism

Media and Entertainment

Education

Consulting

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Compliance

Finance

Business Development

Investment

Corporate Affairs

Relevant Roles

CEO

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Chief Legal Officer

Business Development Manager

CFO

Board Member

Compliance Officer

Corporate Governance Officer

Company Founder

Entrepreneur

General Counsel

Head of Legal

Investment Manager

Partner

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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