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Shareholder Contract

Shareholder Contract Template for Austria

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Key Requirements PROMPT example:

Shareholder Contract

"I need a Shareholder Contract under Austrian law for a tech startup with three founding shareholders and one venture capital investor, including specific provisions for future funding rounds and an IPO exit strategy planned for Q3 2025."

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Document background
The Shareholder Contract serves as a fundamental document in Austrian corporate governance, establishing the framework for shareholder relationships and company management. It is typically implemented during company formation, significant ownership changes, or corporate restructuring. The document must comply with Austrian corporate law, including the Aktiengesetz and GmbH-Gesetz, while addressing specific needs of the business and its shareholders. This agreement is crucial for companies with multiple shareholders, whether they are startups seeking investment, family businesses managing succession, or established corporations with diverse ownership structures. The contract typically includes provisions for share transfers, voting rights, management participation, profit distribution, and dispute resolution, all tailored to meet Austrian legal requirements and business practices.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including their full legal names, registration numbers, and addresses

2. Background: Context of the agreement, including company information, share capital structure, and purpose of the agreement

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

4. Share Capital and Shareholdings: Details of the company's share capital, classes of shares, and current shareholding structure

5. Management and Corporate Governance: Rules regarding board composition, appointment rights, voting requirements, and management decisions

6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and quorum requirements

7. Transfer Restrictions: Limitations on share transfers, including right of first refusal, tag-along and drag-along rights

8. Preemption Rights: Detailed procedures for share transfers and shareholders' preferential rights to purchase shares

9. Deadlock Resolution: Mechanisms for resolving disputes and deadlock situations between shareholders

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

12. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices

Optional Sections

1. Share Valuation: Methods for determining share value in case of transfers or exits, used when shareholders want specific valuation mechanisms

2. Dividend Policy: Rules for profit distribution and dividend payments, included when shareholders want specific dividend arrangements

3. Non-Competition: Restrictions on shareholders engaging in competing businesses, relevant for operating companies

4. Intellectual Property Rights: Provisions regarding IP ownership and usage, essential for technology or innovation-focused companies

5. Employee Share Schemes: Rules regarding employee share ownership programs, included when the company has or plans to have employee shareholders

6. Exit Strategy: Provisions for company sale, IPO, or other exit events, important for companies with planned exit horizons

7. Additional Financing: Procedures for future funding rounds and capital increases, relevant for growing companies expecting future investment needs

Suggested Schedules

1. Current Shareholding Structure: Detailed breakdown of current shareholders and their shareholdings

2. Articles of Association: Copy of the company's current articles of association

3. Board Composition: List of current board members and their roles

4. Reserved Matters: List of decisions requiring special majority or unanimous approval

5. Share Transfer Deed Template: Standard form for executing share transfers

6. Adherence Deed: Template for new shareholders to join the agreement

7. Company Business Plan: Current business plan and financial projections (if relevant)

8. Shareholders' Loans: Details of any existing shareholder loans and their terms

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

alex.den.21@genieai.co
Relevant legal definitions
















































Clauses































Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Healthcare

Retail

Professional Services

Energy

Media & Entertainment

Construction

Agriculture

Hospitality

Transportation & Logistics

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Management

Finance

Compliance

Corporate Affairs

Investment

Business Development

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Managing Director

Board Member

Investment Manager

Corporate Lawyer

Business Development Director

Compliance Officer

Company Director

Shareholder Representative

General Counsel

Corporate Governance Officer

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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