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Equity Contribution Agreement Template for Austria

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Key Requirements PROMPT example:

Equity Contribution Agreement

"I need an Equity Contribution Agreement under Austrian law for a tech startup receiving a 鈧2M cash contribution from a venture capital investor in exchange for 15% equity, with specific focus on anti-dilution protection and information rights."

Document background
The Equity Contribution Agreement is a fundamental document in Austrian corporate transactions, used when an entity or individual wishes to make a contribution to a company in exchange for equity participation. This document is essential in various scenarios, including startup funding rounds, corporate restructurings, and strategic investments. It must comply with Austrian corporate law requirements, particularly regarding capital maintenance rules and formal requirements for capital increases. The agreement typically includes detailed provisions on the nature and value of the contribution, whether cash or in-kind, the number and type of shares to be issued, and various conditions and warranties. It's particularly important in the Austrian context due to strict corporate law requirements regarding capital contributions and the need for proper documentation for commercial register filings. The document serves both as a contractual framework for the transaction and as supporting documentation for regulatory compliance.
Suggested Sections

1. Parties: Identification of the contributing party/parties and the receiving company, including full legal names, registration details, and addresses

2. Background: Context of the transaction, including company status, purpose of contribution, and existing shareholder structure

3. Definitions: Key terms used throughout the agreement, including Contribution, Closing Date, Shares, etc.

4. Contribution and Issuance: Details of the equity contribution and corresponding shares/rights to be issued

5. Consideration: Description of shares or rights received in exchange for the contribution

6. Closing: Conditions precedent, closing mechanics, and timing

7. Representations and Warranties: Standard representations by both contributor and company regarding authority, ownership, and compliance

8. Covenants: Ongoing obligations of the parties before and after closing

9. Tax Matters: Allocation of tax liabilities and responsibilities

10. Notices: Communication procedures between parties

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

12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, amendments

Optional Sections

1. Anti-dilution Protection: Used when the contributor requires protection against future share issuances

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

3. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale

4. Board Representation: Used when the contribution grants rights to board representation

5. Information Rights: Include when contributors require specific information access rights

6. Pre-emptive Rights: Used when existing shareholders should have priority rights in future share issuances

7. Non-competition and Non-solicitation: Include when contributors are strategic investors or industry players

Suggested Schedules

1. Shareholder Resolution: Corporate approval for the capital increase and share issuance

2. Contribution Schedule: Detailed description of the assets/cash being contributed

3. Ownership Structure: Pre and post-contribution capitalization table

4. Form of Share Certificate: Template for new share certificates to be issued

5. Required Governmental Approvals: List of regulatory approvals needed for the contribution

6. Closing Checklist: List of documents and actions required for closing

7. Form of Contribution Certificate: Template for confirming receipt and acceptance of contribution

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

Real Estate

Manufacturing

Financial Services

Healthcare

Energy

Infrastructure

Professional Services

Retail

Telecommunications

Life Sciences

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Board Secretariat

Treasury

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Managing Director

Finance Director

Legal Counsel

Corporate Development Manager

Investment Manager

Board Member

Shareholder Relations Manager

Compliance Officer

Tax Director

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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