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Deed Of Association Template for Austria

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Key Requirements PROMPT example:

Deed Of Association

"I need a Deed of Association for establishing an Austrian technology startup GmbH with three founding shareholders, including specific provisions for intellectual property rights and a planned IPO exit strategy by March 2025."

Document background
The Deed of Association is a crucial document required for establishing a limited liability company (GmbH) in Austria. This foundational document must comply with the Austrian Limited Liability Companies Act (GmbHG) and requires notarization before submission to the Commercial Register. The Deed of Association contains essential information about the company's structure, including its name, registered office, corporate purpose, share capital, and governance framework. It serves as the primary reference for shareholders' rights and obligations, management responsibilities, and corporate decision-making processes. This document is particularly important as it forms the basis for all future corporate actions and cannot be easily modified without shareholder approval and further notarization. Austrian law requires specific mandatory contents in the Deed of Association, while allowing flexibility for additional provisions that suit the company's specific needs.
Suggested Sections

1. Parties: Identification of all founding shareholders (Gesellschafter), including full names, dates of birth, and addresses

2. Background: Context of the company formation and intention of the parties to establish the company

3. Definitions: Key terms used throughout the deed

4. Company Name and Registered Office: Official company name (Firma) and registered address

5. Corporate Purpose: Detailed description of the company's business activities and objectives (Unternehmensgegenstand)

6. Share Capital: Amount of nominal capital (Stammkapital) and division into shares (骋别蝉肠丑盲蹿迟蝉补苍迟别颈濒别)

7. Shareholders and Contributions: List of shareholders and their respective capital contributions

8. Management and Representation: Appointment of managing directors (骋别蝉肠丑盲蹿迟蝉蹿眉丑谤别谤) and their powers

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

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

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

12. Termination and Dissolution: Provisions for company termination and liquidation procedures

Optional Sections

1. Non-Competition Clause: Restrictions on shareholders' involvement in competing businesses - used when shareholders might have conflicting business interests

2. Advisory Board: Structure and powers of an advisory board (Beirat) - included when additional oversight is desired

3. Profit Distribution: Special provisions for profit sharing - used when deviating from standard proportional distribution

4. Right of First Refusal: Detailed procedures for share transfers within existing shareholders - important for closely held companies

5. Inheritance Provisions: Special rules for handling shares in case of shareholder death - relevant for family businesses

6. Intellectual Property Rights: Provisions regarding IP ownership and usage - important for technology or creative companies

7. Branch Offices: Provisions for establishing branch offices - relevant for companies planning geographic expansion

Suggested Schedules

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

2. Schedule 2 - Share Transfer Form: Template for future share transfers

3. Schedule 3 - Managing Director Service Agreement: Standard terms for managing director appointments

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 Rules of Procedure: Internal regulations for company management

7. Appendix C - Asset Register: List of initial company assets and their valuation

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

Legal Services

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Manufacturing

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Relevant Teams

Legal

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Executive Leadership

Finance

Compliance

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Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

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Chief Financial Officer

Board Member

Company Director

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Corporate Governance Officer

Business Development Manager

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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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