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Business Investment Contract for Austria

Business Investment Contract Template for Austria

A comprehensive legal agreement governed by Austrian law that establishes the terms and conditions for a business investment transaction. This document outlines the investment amount, shares or ownership rights being acquired, investor protections, governance rights, and exit mechanisms while ensuring compliance with Austrian corporate and investment regulations. It incorporates specific provisions required under Austrian law, including those from the Austrian Civil Code (ABGB) and Commercial Code (UGB), while addressing key aspects such as shareholder rights, corporate governance, and regulatory compliance. The agreement serves as the primary document governing the relationship between investors and the investee company.

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What is a Business Investment Contract?

The Business Investment Contract is a crucial document used when establishing formal investment relationships in the Austrian business environment. It serves as the primary agreement between investors and companies seeking capital, whether for startup funding, expansion capital, or strategic investments. This document must comply with Austrian legal requirements, including the Austrian Civil Code (ABGB), Commercial Code (UGB), and relevant investment regulations. It typically includes detailed provisions on investment terms, share rights, corporate governance, investor protections, and exit mechanisms. The agreement is particularly important in the Austrian context due to specific local regulatory requirements and corporate governance standards. It provides a framework for both domestic and international investments while ensuring compliance with Austrian investment control regulations and corporate law provisions.

What sections should be included in a Business Investment Contract?

1. Parties: Identification and details of the investor(s) and investee company, including registration numbers and addresses

2. Background: Context of the investment, including brief description of the business and investment purpose

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

4. Investment Amount and Terms: Specific details of the investment amount, payment terms, and conditions precedent

5. Shares and Ownership Structure: Details of shares or ownership rights being acquired, including class of shares and percentage ownership

6. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and business condition

7. Investor Rights: Specific rights granted to the investor, including voting rights, board representation, and information rights

8. Corporate Governance: Management structure, decision-making processes, and reserved matters requiring investor approval

9. Transfer Restrictions: Limitations on transfer of shares and ownership interests

10. Exit Rights: Provisions regarding future sale, IPO, or other exit mechanisms

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Notices: Process and requirements for formal communications between parties

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

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Business Investment Contract?

1. Anti-Dilution Protection: Protection mechanisms for maintaining investor's ownership percentage, used when future funding rounds are anticipated

2. Tag-Along Rights: Right to join in sale of shares by other shareholders, important for minority investor protection

3. Drag-Along Rights: Right to force minority shareholders to join in sale, relevant for majority investments

4. Intellectual Property Rights: Specific provisions regarding IP ownership and protection, essential for technology or IP-heavy businesses

5. Employee Matters: Provisions regarding key employees and management, important for investments where key personnel are crucial

6. Environmental Compliance: Specific provisions for businesses with environmental impact or regulations

7. Competition Restrictions: Non-compete and non-solicitation provisions, relevant when protecting business interests is crucial

8. Special Veto Rights: Additional control rights for specific decisions, used in strategic investments

What schedules should be included in a Business Investment Contract?

1. Schedule 1: Capital Structure: Detailed breakdown of company's share capital and ownership structure pre and post-investment

2. Schedule 2: Business Plan: Detailed business plan and financial projections

3. Schedule 3: Conditions Precedent: List of conditions to be satisfied before investment completion

4. Schedule 4: Warranties: Detailed warranties given by the company and existing shareholders

5. Schedule 5: Reserved Matters: List of decisions requiring investor approval

6. Appendix A: Board Regulations: Detailed procedures for board operations and decision-making

7. Appendix B: Key Performance Indicators: Specific metrics and targets for monitoring business performance

8. Appendix C: Completion Documents: List of documents required at completion of the investment

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Austria

Publisher

Genie AI

Cost

Free to use

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