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The General Partnership Agreement is a crucial document used when two or more parties wish to establish an Offene Gesellschaft (OG) under Austrian law. This type of partnership structure is commonly chosen by small to medium-sized businesses where partners want to maintain direct control over operations while sharing responsibilities and profits. The agreement must comply with the Austrian Enterprise Code (UGB) and covers essential elements such as partner contributions, management rights, profit distribution, and liability arrangements. It's particularly suitable for professional services, family businesses, and trading companies where partners are actively involved in day-to-day operations and are willing to accept unlimited personal liability for the partnership's obligations. The document serves as the foundation for the partnership's operations and helps prevent future disputes by clearly defining partners' rights and obligations.

1. Parties: Identification and details of all partners forming the partnership

2. Background: Context of the partnership formation and partners' intention to establish an OG

3. Definitions: Key terms used throughout the agreement

4. Formation and Name: Declaration of partnership formation, business name (Firma), and registered office

5. Purpose and Scope: Business objectives and activities of the partnership

6. Term and Commencement: Duration of the partnership and effective date

7. Capital Contributions: Initial contributions of each partner (cash, assets, or services)

8. Partnership Interests: Partners' ownership percentages and capital accounts

9. Management and Representation: Management structure, decision-making processes, and authority to represent

10. Partners' Rights and Obligations: Core rights and duties of partners including participation in management

11. Profit and Loss Allocation: Distribution of profits and losses among partners

12. Banking and Financial Matters: Banking arrangements and financial management procedures

13. Books and Records: Requirements for maintaining partnership records and accounts

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

15. Admission of New Partners: Process and conditions for admitting new partners

16. Withdrawal and Retirement: Procedures for partner withdrawal or retirement

17. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution

18. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction

19. Notices: Communication procedures between partners and the partnership

20. Miscellaneous: Standard boilerplate provisions including severability and amendments