��������Ƶ

Articles of Organization (Gesellschaftsvertrag) form the legal backbone of any GmbH in Austria. This essential document outlines your company's fundamental structure, including its name, registered office, business purpose, and starting capital. Think of it as your company's constitution - it sets the rules everyone must follow.

Under Austrian corporate law, you'll need to file these articles with the commercial register (Firmenbuch) to officially bring your GmbH to life. The document must cover specific points required by law, such as how shares are distributed and who has management authority. Your notary will help ensure everything meets legal requirements before the official filing.

You need Articles of Organization when starting a GmbH in Austria - it's the first crucial step in establishing your company. This document becomes essential before you can register with the Firmenbuch (commercial register) and officially begin operations. Most entrepreneurs prepare these articles while working with their notary during the company formation process.

The timing matters because you can't conduct business, open bank accounts, or sign contracts as a GmbH without having these articles properly filed and approved. Many founders draft their Articles of Organization while securing initial funding since investors and banks typically require this documentation to proceed with any financial arrangements.

• Basic Articles (Standardgesellschaftsvertrag): Used by small GmbHs with simple structures, covering just the legally required minimum content
• Extended Articles (Erweiterter Gesellschaftsvertrag): Include detailed provisions for shareholder rights, profit distribution, and management rules
• Family Business Articles: Feature specific inheritance and succession planning clauses
• Startup-Oriented Articles: Include provisions for future investment rounds, employee participation, and exit strategies
• Joint Venture Articles: Contain specific cooperation and control mechanisms between partner companies

• Company Founders: Must agree on and sign the Articles of Organization when establishing their GmbH
• Notaries: Legally required to authenticate the Articles and ensure compliance with Austrian corporate law
• Commercial Register Judges: Review and approve the Articles before company registration
• Managing Directors (Geschäftsführer): Must operate the company within the framework set by the Articles
• Shareholders (Gesellschafter): Bound by the Articles' provisions regarding voting rights, profit sharing, and transfer restrictions
• Company Lawyers: Help draft and modify the Articles to protect client interests

• Basic Company Details: Decide on company name, registered office address, and business purpose
• Capital Structure: Determine share capital amount (minimum €35,000) and division among shareholders
• Management Setup: Define who will serve as managing directors and their signing authority
• Shareholder Information: Gather personal details and passport copies of all shareholders
• Decision Rules: Establish voting requirements for key company decisions
• Bank Information: Open a capital account for depositing share capital
• Documentation Review: Use our platform to generate legally compliant Articles, ensuring all mandatory elements are included

• Company Name: Full legal name and chosen business designation (GmbH)
• Registered Office: Official company address and business jurisdiction in Austria
• Corporate Purpose: Clear description of permitted business activities
• Share Capital: Amount and distribution among shareholders, including payment terms
• Management Structure: Rules for appointing and removing managing directors
• Shareholder Rights: Voting procedures and profit distribution mechanisms
• Transfer Provisions: Rules for selling or transferring shares
• Dissolution Terms: Procedures for company termination and asset distribution
• Signature Requirements: Authentication by an Austrian notary

The Articles of Organization (Gesellschaftsvertrag) are often confused with the Articles of Association (Satzung) in Austria. While both documents govern company operations, they serve distinct purposes and apply in different contexts.

• Legal Entity Type: Articles of Organization are specifically for GmbHs, while Articles of Association apply to AGs (public limited companies)
• Flexibility: Articles of Organization offer more room for customization, especially regarding shareholder rights and management structure. Articles of Association must follow stricter statutory requirements
• Modification Process: Changes to Articles of Organization require unanimous shareholder approval unless specified otherwise, while Articles of Association can often be modified with a qualified majority
• Content Requirements: Articles of Organization must detail profit distribution and share transfer rules, while Articles of Association focus more on board structure and shareholder meeting procedures