The Company Ownership Contract is a fundamental document required under Austrian law when establishing or restructuring a company's ownership structure. It is primarily used during company formation, ownership transfers, or when updating existing ownership arrangements to reflect new shareholders or changed circumstances. The document must comply with Austrian corporate law requirements, particularly the UGB (Commercial Code) and either the GmbHG (for GmbHs) or AktG (for AGs). It contains essential provisions about share capital, ownership rights, management structure, profit distribution, and decision-making processes. This contract is crucial for defining shareholder relationships, preventing future disputes, and ensuring proper corporate governance. It must be notarized in Austria and registered with the commercial register (Firmenbuch) to be legally effective.
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1. Parties: Identification and details of all shareholders/owners and the company
2. Background: Context of the agreement and company formation/ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Company Name and Registered Office: Official company name, type, and registered address
5. Purpose of the Company: Business objectives and scope of company activities
6. Share Capital and Contributions: Details of share capital, division of shares, and contribution requirements
7. Shareholders and Shareholdings: List of shareholders and their respective shareholdings
8. Transfer of Shares: Rules and procedures for share transfers, including any restrictions
9. Management and Representation: Management structure, appointment of managing directors, and representation powers
10. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
11. Resolutions and Voting Rights: Decision-making processes and voting requirements
12. Financial Statements and Profit Distribution: Rules for financial reporting and profit allocation
13. Term and Termination: Duration of the agreement and termination provisions
14. Confidentiality: Obligations regarding company and business secrets
15. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction
1. Preemption Rights: Used when shareholders want first right of refusal on share transfers
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sale
3. Drag-Along Rights: Include when majority shareholders need power to force minority participation in sale
4. Non-Competition: Used when shareholders should be restricted from competing activities
5. Intellectual Property Rights: Include when IP ownership needs to be clearly defined
6. Advisory Board: Used when establishing an additional advisory body
7. Share Classes: Include when creating different classes of shares with varying rights
8. Death of Shareholders: Special provisions for handling shares in case of shareholder death
9. Deadlock Resolution: Include when equal shareholding might lead to decision-making deadlocks
1. Schedule 1 - Share Capital Details: Detailed breakdown of share capital, shareholders, and contributions
2. Schedule 2 - Company Business Plan: Initial business plan and strategic objectives
3. Schedule 3 - Management Structure: Detailed organizational structure and management responsibilities
4. Schedule 4 - Shareholders' Special Rights: Any special rights or obligations of specific shareholders
5. Schedule 5 - Share Transfer Procedures: Detailed procedures and forms for share transfers
6. Schedule 6 - Company Valuation Method: Agreed method for company valuation in case of share transfers
7. Appendix A - Initial Shareholders' Resolution: Copy of initial shareholders' resolution
8. Appendix B - Managing Director Service Agreements: Templates or copies of management contracts
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