The Limited Liability Company Agreement is essential for establishing a GmbH in Austria, which is the most common form of corporation for small and medium-sized enterprises. This document must be executed before a notary public and comply with the Austrian Limited Liability Companies Act (GmbHG). It requires a minimum share capital of 鈧35,000, of which at least half must be paid in cash. The agreement sets out crucial details including shareholder information, capital contributions, management structure, voting rights, profit distribution, and transfer restrictions. It serves as the foundational document for the company's entire lifecycle, from formation through operation and potential dissolution. The agreement must be submitted to the Austrian Commercial Register (Firmenbuch) as part of the company registration process.
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1. Parties: Identification of all founding shareholders (Gesellschafter) with their full legal names and addresses
2. Background: Context of the company formation and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Formation and Name: Company name, registered office, and formation details
5. Business Purpose: Detailed description of the company's business activities (Unternehmensgegenstand)
6. Share Capital: Details of the minimum capital requirement (Stammkapital) and initial contributions
7. Shareholders and Shareholdings: List of shareholders and their respective shareholdings (Gesch盲ftsanteile)
8. Share Transfer Restrictions: Rules and procedures for transferring shares, including any pre-emptive rights
9. Management: Appointment, removal, and powers of managing directors (Gesch盲ftsf眉hrer)
10. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
11. Resolutions: Decision-making processes and voting requirements
12. Financial Matters: Financial year, accounts, audit requirements, and profit distribution
13. Termination and Liquidation: Circumstances and procedures for company dissolution
14. Notices: Communication procedures between parties
15. Governing Law: Confirmation of Austrian law as governing law and jurisdiction
1. Advisory Board: Required when the company wants to establish an advisory board (Beirat) for additional oversight
2. Supervisory Board: Required when the company meets the statutory requirements for a supervisory board (Aufsichtsrat)
3. Competition Restrictions: Non-compete and non-solicitation provisions for shareholders and managing directors
4. Intellectual Property Rights: Required when the company has significant IP assets or specific IP arrangements
5. Employee Participation: Required when implementing employee share schemes or profit-sharing arrangements
6. Branch Offices: Required when the company plans to establish branch offices
7. Special Rights: Required when granting special rights or obligations to specific shareholders
8. Deadlock Resolution: Required when there are equal shareholdings to address potential voting deadlocks
1. Initial Shareholdings: Detailed breakdown of initial share capital contributions and shareholding percentages
2. Business Plan: Initial business plan and financial projections
3. Managing Directors' Service Agreements: Terms of employment for managing directors
4. Specimen Signature List: Authenticated signatures of managing directors
5. Company Address and Contact Details: Official registered office and correspondence addresses
6. Asset Register: List of initial company assets and their values
7. Shareholders' Register: Detailed information about shareholders and their shares
8. Internal Rules of Procedure: Detailed operational procedures for management (Gesch盲ftsordnung)
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