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Partnership Agreement for Austria

Partnership Agreement Template for Austria

An Austrian Partnership Agreement (Gesellschaftsvertrag) is a legally binding document governed by Austrian law, particularly the Unternehmensgesetzbuch (UGB) and the Allgemeines Bürgerliches Gesetzbuch (ABGB). This document establishes the formal relationship between partners, outlining their rights, obligations, capital contributions, profit-sharing arrangements, and management responsibilities. It includes essential provisions for partnership governance, decision-making processes, and dispute resolution mechanisms, all while ensuring compliance with Austrian commercial and civil law requirements.

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What is a Partnership Agreement?

Partnership Agreements in Austria serve as the foundational document for establishing and governing business partnerships under Austrian law. These agreements are essential when two or more parties wish to form a business partnership, whether as a general partnership (Offene Gesellschaft - OG) or limited partnership (Kommanditgesellschaft - KG). The document must comply with the Austrian Commercial Code (UGB) and Civil Code (ABGB), addressing crucial aspects such as capital contributions, profit sharing, management rights, and partner obligations. Partnership Agreements are particularly important as they provide legal certainty and clear governance structures, helping prevent future disputes and ensuring smooth business operations. The document should be carefully drafted to reflect the specific needs of the partnership while maintaining compliance with Austrian regulatory requirements.

What sections should be included in a Partnership Agreement?

1. Parties: Identification and details of all partners entering the agreement

2. Background: Context of the partnership formation and partners' intentions

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

4. Partnership Formation: Legal establishment of the partnership, including type of partnership and commencement date

5. Business Purpose: Detailed description of the partnership's business activities and objectives

6. Capital Contributions: Details of initial and any agreed future capital contributions from each partner

7. Profit and Loss Sharing: Agreement on how profits and losses will be distributed among partners

8. Management and Decision Making: Management structure and decision-making processes, including voting rights

9. Partners' Rights and Obligations: Detailed description of partners' rights, duties, and responsibilities

10. Financial Management: Procedures for financial management, including accounting practices and banking arrangements

11. Transfer of Partnership Interests: Rules regarding the transfer of partnership interests to third parties

12. Duration and Termination: Term of the partnership and conditions for termination

13. Dispute Resolution: Procedures for resolving disputes between partners

14. Governing Law: Confirmation of Austrian law as governing law and jurisdiction

What sections are optional to include in a Partnership Agreement?

1. Intellectual Property Rights: Provisions regarding ownership and use of intellectual property - include when IP is significant to the business

2. Non-Competition: Restrictions on partners competing with the partnership - include for businesses with sensitive market positions

3. Confidentiality: Provisions regarding confidential information - include when dealing with sensitive business information

4. Insurance: Requirements for business insurance - include when specific insurance coverage is necessary

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

6. Professional Regulations: Compliance with professional body requirements - include for regulated professions

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

What schedules should be included in a Partnership Agreement?

1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's capital contributions, including valuations of non-cash contributions

2. Schedule 2 - Profit Sharing Ratios: Detailed breakdown of profit and loss sharing arrangements

3. Schedule 3 - Business Plan: Initial business plan and strategy

4. Schedule 4 - Property Schedule: Details of any property owned or leased by the partnership

5. Schedule 5 - Intellectual Property Register: Register of partnership's intellectual property assets

6. Appendix A - Partnership Policies: Internal policies and procedures

7. Appendix B - Partner Contact Details: Detailed contact information for all partners

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 | Serial Founder & Legal AI Author

Jurisdiction

Austria

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions










































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Professional Services

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