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Operating Partnership Agreement Template for Austria

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Key Requirements PROMPT example:

Operating Partnership Agreement

"I need an Operating Partnership Agreement under Austrian law for a technology consulting firm with three equal partners, including standard profit-sharing arrangements and non-compete provisions, planned to commence operations on March 1, 2025."

Document background
An Operating Partnership Agreement is essential when establishing a business partnership in Austria, whether as an Offene Gesellschaft (OG) or Kommanditgesellschaft (KG). This document is required under Austrian law and must comply with the Unternehmensgesetzbuch (UGB). It sets out the fundamental structure of the partnership, including capital contributions, profit sharing arrangements, management responsibilities, and decision-making processes. The agreement is particularly important as it establishes the rights and obligations of all partners, provides mechanisms for dispute resolution, and addresses crucial aspects such as partnership changes and dissolution. It serves as the primary reference document for partners throughout the partnership's lifecycle and is often required by banks, tax authorities, and other stakeholders for various business operations.
Suggested Sections

1. Parties: Identification of all partners, including their full legal names, addresses, and registration details if applicable

2. Background: Context of the partnership formation and the partners' intention to operate the business together

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

4. Partnership Formation: Declaration of partnership formation, business purpose, and commencement date

5. Name and Registered Office: Partnership's business name (Firma) and official registered address

6. Capital Contributions: Initial and any agreed future capital contributions of each partner

7. Profit and Loss Allocation: Method of calculating and distributing profits and losses among partners

8. Management and Control: Management structure, decision-making processes, and partner authorities

9. Partner Rights and Obligations: Detailed rights, duties, and responsibilities of all partners

10. Banking and Financial Matters: Banking arrangements, accounting procedures, and financial management

11. Transfer of Partnership Interests: Rules regarding the transfer of partnership interests and admission of new partners

12. Duration and Termination: Partnership term and conditions for termination or dissolution

13. Governing Law: Confirmation of Austrian law application and jurisdiction

14. Notices: Process for formal communications between partners

15. General Provisions: Miscellaneous legal provisions including severability and entire agreement clauses

Optional Sections

1. Non-Competition: Restrictions on partners engaging in competing businesses - include when partners have other business interests

2. Intellectual Property: IP ownership and usage rights - include when the partnership will develop or use significant IP

3. Employee Management: Procedures for hiring and managing employees - include when the partnership will have employees

4. International Operations: Provisions for international business activities - include for partnerships operating across borders

5. Dispute Resolution: Alternative dispute resolution procedures - include when partners want to specify mediation or arbitration

6. Insurance: Required insurance coverage - include when specific insurance requirements are needed

7. Environmental Compliance: Environmental obligations - include for businesses with environmental impact

Suggested Schedules

1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions

2. Schedule B - Profit Sharing Ratios: Specific percentages or formulas for profit and loss distribution

3. Schedule C - Management Structure: Detailed management hierarchy and decision-making procedures

4. Schedule D - Business Plan: Initial business plan and strategic objectives

5. Schedule E - Property Schedule: List of partnership property and assets

6. Appendix 1 - Partner Contact Details: Complete contact information for all partners

7. Appendix 2 - Banking Arrangements: Details of partnership bank accounts and authorized signatories

8. Appendix 3 - Required Licenses: Copies or details of necessary business licenses and permits

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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Managing Partner

Chief Executive Officer

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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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