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Company Ownership Contract Template for Austria

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Key Requirements PROMPT example:

Company Ownership Contract

"I need a Company Ownership Contract for an Austrian technology startup with three founding shareholders, including specific provisions for future investor entry and a vesting schedule for founder shares to be implemented by March 2025."

Document background
The Company Ownership Contract is a fundamental document required under Austrian law when establishing or restructuring a company's ownership structure. It is primarily used during company formation, ownership transfers, or when updating existing ownership arrangements to reflect new shareholders or changed circumstances. The document must comply with Austrian corporate law requirements, particularly the UGB (Commercial Code) and either the GmbHG (for GmbHs) or AktG (for AGs). It contains essential provisions about share capital, ownership rights, management structure, profit distribution, and decision-making processes. This contract is crucial for defining shareholder relationships, preventing future disputes, and ensuring proper corporate governance. It must be notarized in Austria and registered with the commercial register (Firmenbuch) to be legally effective.
Suggested Sections

1. Parties: Identification and details of all shareholders/owners and the company

2. Background: Context of the agreement and company formation/ownership structure

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

4. Company Name and Registered Office: Official company name, type, and registered address

5. Purpose of the Company: Business objectives and scope of company activities

6. Share Capital and Contributions: Details of share capital, division of shares, and contribution requirements

7. Shareholders and Shareholdings: List of shareholders and their respective shareholdings

8. Transfer of Shares: Rules and procedures for share transfers, including any restrictions

9. Management and Representation: Management structure, appointment of managing directors, and representation powers

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

11. Resolutions and Voting Rights: Decision-making processes and voting requirements

12. Financial Statements and Profit Distribution: Rules for financial reporting and profit allocation

13. Term and Termination: Duration of the agreement and termination provisions

14. Confidentiality: Obligations regarding company and business secrets

15. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction

Optional Sections

1. Preemption Rights: Used when shareholders want first right of refusal on share transfers

2. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sale

3. Drag-Along Rights: Include when majority shareholders need power to force minority participation in sale

4. Non-Competition: Used when shareholders should be restricted from competing activities

5. Intellectual Property Rights: Include when IP ownership needs to be clearly defined

6. Advisory Board: Used when establishing an additional advisory body

7. Share Classes: Include when creating different classes of shares with varying rights

8. Death of Shareholders: Special provisions for handling shares in case of shareholder death

9. Deadlock Resolution: Include when equal shareholding might lead to decision-making deadlocks

Suggested Schedules

1. Schedule 1 - Share Capital Details: Detailed breakdown of share capital, shareholders, and contributions

2. Schedule 2 - Company Business Plan: Initial business plan and strategic objectives

3. Schedule 3 - Management Structure: Detailed organizational structure and management responsibilities

4. Schedule 4 - Shareholders' Special Rights: Any special rights or obligations of specific shareholders

5. Schedule 5 - Share Transfer Procedures: Detailed procedures and forms for share transfers

6. Schedule 6 - Company Valuation Method: Agreed method for company valuation in case of share transfers

7. Appendix A - Initial Shareholders' Resolution: Copy of initial shareholders' resolution

8. Appendix B - Managing Director Service Agreements: Templates or copies of management contracts

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








































Clauses




































Relevant Industries

Technology and Software

Manufacturing

Professional Services

Financial Services

Real Estate

Retail and Commerce

Healthcare

Energy and Utilities

Media and Entertainment

Construction

Agriculture

Transportation and Logistics

Hospitality

Education

Consulting

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Corporate Services

Investment

Business Development

Board of Directors

Company Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Business Development Director

Investment Manager

Shareholders

Board Members

Compliance Officer

Corporate Governance Officer

Finance Director

General Counsel

Business Owner

Startup Founder

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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