Ƶ

Incorporation Agreement for Austria

Incorporation Agreement Template for Austria

An Austrian Incorporation Agreement (Gesellschaftsvertrag) is a fundamental legal document that establishes the formation of a company under Austrian law, typically a GmbH (Gesellschaft mit beschränkter Haftung). This document outlines the essential elements required by the Austrian Limited Liability Companies Act (GmbHG), including the company's structure, capital requirements, management framework, and shareholder relationships. It serves as the foundational contract between founding shareholders and must be executed before a notary public, containing all mandatory provisions required by Austrian corporate law while establishing the framework for the company's governance and operations.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Incorporation Agreement

Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.

What is a Incorporation Agreement?

The Incorporation Agreement is the primary document required for establishing a company in Austria, particularly for the commonly used GmbH structure. This document is essential when founders wish to create a new legal entity with limited liability under Austrian law. It must comply with the requirements of the GmbHG (Limited Liability Companies Act) and other relevant Austrian corporate legislation. The agreement encompasses crucial details such as share capital allocation, management structure, shareholder rights and obligations, and corporate governance frameworks. It requires notarization and serves as the basis for commercial register registration. The document is particularly important in the Austrian business context due to its strict formal requirements and its role in establishing the fundamental relationships between shareholders and the company.

What sections should be included in a Incorporation Agreement?

1. Parties: Identification of all founding shareholders (Gesellschafter) with their full legal names, addresses, and birth dates/registration numbers

2. Background: Context of the company formation and intention of the parties to establish a GmbH

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

4. Company Formation: Declaration of establishment of the GmbH, including company name, registered office, and corporate purpose

5. Share Capital: Details of the company's nominal capital (Stammkapital) and its division into shares (Geschäftsanteile)

6. Capital Contributions: Specification of each shareholder's contribution and payment terms

7. Management: Appointment of managing directors (ұäڳٲü), their powers, and limitations

8. Shareholders' Meetings: Rules for convening and conducting shareholders' meetings, voting rights, and resolutions

9. Transfer of Shares: Provisions governing the transfer of shares, including any restrictions or pre-emptive rights

10. Financial Year and Accounting: Definition of the financial year and basic accounting obligations

11. Profit Distribution: Rules for the distribution of profits and handling of losses

12. Termination and Dissolution: Circumstances and procedures for company termination and liquidation

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

What sections are optional to include in a Incorporation Agreement?

1. Non-Competition: Restrictions on shareholders' competitive activities, used when shareholders might have conflicting business interests

2. Advisory Board: Structure and powers of an advisory board (Beirat), included when additional oversight is desired

3. Intellectual Property: IP rights and transfer provisions, needed when the company will own or develop significant IP

4. Additional Capital Contributions: Procedures for requiring additional capital contributions, useful for companies anticipating future capital needs

5. Tag-Along/Drag-Along Rights: Special share transfer provisions, included for companies planning potential future sale or IPO

6. Deadlock Resolution: Mechanisms for resolving shareholder disputes, important for companies with equal shareholdings

7. Employee Participation: Framework for employee share ownership, needed if employee participation is planned

What schedules should be included in a Incorporation Agreement?

1. Schedule 1 - Share Capital Distribution: Detailed breakdown of share ownership and contributions

2. Schedule 2 - Business Plan: Initial business plan and financial projections

3. Schedule 3 - Company Articles: Full text of the Articles of Association (Gesellschaftsvertrag)

4. Schedule 4 - Managing Director Service Agreements: Terms of employment for managing directors

5. Schedule 5 - Specimen Signatures: Authenticated signatures of managing directors for registration

6. Appendix A - Registration Forms: Required forms for commercial register registration

7. Appendix B - Bank Confirmation: Confirmation of capital deposit in company formation account

Authors

Alex Denne

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

Jurisdiction

Austria

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions

































Clauses






























Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Financial Services

Retail

Healthcare

Energy

Transportation

Construction

Hospitality

Media and Entertainment

Agriculture

Education

Consulting

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Tax

Executive Leadership

Risk Management

Corporate Development

Treasury

Company Secretariat

Administrative

Business Development

Relevant Roles

CEO

Managing Director

Legal Counsel

Corporate Lawyer

Company Secretary

Chief Financial Officer

Tax Director

Compliance Officer

Board Member

Corporate Governance Officer

Business Development Director

Investment Manager

Startup Founder

Entrepreneur

General Counsel

Finance Director

Risk Manager

Commercial Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Wholesaling Real Estate Contract

An Austrian law-governed agreement for wholesale real estate transactions, facilitating property acquisition and subsequent resale rights.

find out more

Non Binding Contract

An Austrian law-governed non-binding agreement that documents parties' intentions and preliminary understanding without creating legal obligations.

find out more

Rent Agreement Draft

Austrian rental agreement template compliant with Mietrechtsgesetz (MRG) and ABGB, establishing terms between landlord and tenant for property rental.

find out more

Lease Agreement Form

Austrian law-compliant lease agreement form setting out terms and conditions between landlord and tenant, governed by ABGB and MRG.

find out more

House Rent Agreement Form

An Austrian residential lease agreement governed by the Mietrechtsgesetz (MRG), establishing terms and conditions for house rentals in Austria.

find out more

Legal Agreement Between Two Parties

An Austrian law-governed agreement establishing contractual relationships between two parties, incorporating essential elements required under Austrian civil and commercial law.

find out more

Legal Binding Contract

A legally binding contract compliant with Austrian law, designed to formalize business relationships and ensure enforceability within the Austrian jurisdiction.

find out more

Terms Of Employment Contract

An Austrian law-compliant employment contract establishing terms and conditions between employer and employee, governed by Austrian labor legislation.

find out more

Simple Contract

A straightforward contract template compliant with Austrian law, designed for standard business agreements and transactions.

find out more

Side Agreement

An Austrian law-governed supplementary agreement that modifies or clarifies terms of an existing main contract.

find out more

Legally Binding Agreement

A legally binding agreement template compliant with Austrian law and the ABGB, suitable for various business transactions.

find out more

Incorporation Agreement

An Austrian Incorporation Agreement establishing a company (typically GmbH) under Austrian law, setting out corporate structure, governance, and shareholder relationships.

find out more

Amended Contract

An Austrian law-governed document that modifies an existing agreement between parties, detailing specific changes while maintaining the validity of unmodified terms.

find out more

Tooling Agreement

An Austrian law-governed agreement regulating the supply, use, and maintenance of specialized tooling equipment between industrial parties.

find out more

Representation Agreement

An Austrian law-governed agreement (Vollmacht) establishing formal representation rights between a principal and their authorized representative.

find out more

Notary Rent Agreement

An Austrian notarially authenticated rental agreement establishing terms between landlord and tenant under Austrian law.

find out more

Model Tenancy Agreement

An Austrian law-compliant template agreement establishing terms and conditions between landlord and tenant for residential property rental.

find out more

Contract Agreement Between Two Parties

An Austrian law-compliant bilateral agreement template for establishing legally binding relationships between two contracting parties.

find out more

Common Terms Agreement

An Austrian law-governed master agreement establishing common terms and conditions for multiple loan facilities in a single financing transaction.

find out more

Buyer Agency Agreement

An Austrian-law governed agreement establishing a professional relationship between a property buyer and real estate agent, outlining services, obligations, and compensation terms.

find out more

Enforceable Contract

A legally binding agreement compliant with Austrian law and the ABGB, establishing enforceable rights and obligations between parties.

find out more

Prenuptial Agreement

An Austrian prenuptial agreement (Ehevertrag) establishing property rights and financial arrangements between future spouses, executed as a notarial deed under Austrian law.

find out more

Preliminary Contract

An Austrian law preliminary agreement (Vorvertrag) that commits parties to enter into a future main contract while establishing essential terms and conditions.

find out more

Partnership Agreement

An Austrian Partnership Agreement establishing a formal business partnership under Austrian law, defining partner relationships and business operations.

find out more

Business Cooperation Agreement

An Austrian-law governed agreement establishing terms for business collaboration between two or more entities, including operational, commercial, and legal framework.

find out more

Rental Contract

An Austrian rental agreement (Mietvertrag) governed by Austrian law, establishing terms for property rental and parties' rights and obligations.

find out more

Head Of Terms Agreement

An Austrian law-governed preliminary agreement outlining key terms and conditions for a proposed transaction, incorporating both binding and non-binding provisions under Austrian civil and commercial law.

find out more

Business Contract

Austrian law-governed business contract template for establishing commercial relationships between business entities.

find out more

Umbrella Agreement

Austrian law master framework agreement establishing governing terms for subsequent specific agreements between parties.

find out more

Share Purchase Agreement

An Austrian law-governed agreement for the sale and purchase of company shares, detailing transaction terms and conditions in compliance with Austrian corporate legislation.

find out more

White Label Agreement

Austrian law-governed agreement enabling the rebranding and resale of products/services under the reseller's brand name.

find out more

Website Development Agreement

An Austrian law-governed agreement defining terms and conditions for website development services, including project scope, deliverables, and legal compliance requirements.

find out more

Volunteer Contract

An Austrian law-compliant Volunteer Contract establishing a formal volunteer relationship between an organization and individual, defining voluntary activities and mutual obligations.

find out more

Virtual Assistant Contract

An Austrian law-governed contract establishing terms and conditions for virtual assistant services, ensuring GDPR compliance and defining service parameters.

find out more

Vendor Contract

Austrian law-governed vendor contract template for establishing business relationships between companies and suppliers, compliant with UGB and ABGB requirements.

find out more

Vehicle Selling Agreement

An Austrian law-governed agreement for the sale and transfer of ownership of a motor vehicle, documenting key terms and ensuring legal compliance.

find out more

Variation Agreement

An Austrian law-governed agreement that formally modifies the terms of an existing contract while maintaining compliance with Austrian legal requirements.

find out more

Trust Contract

An Austrian law agreement establishing a fiduciary relationship where a trustee manages assets on behalf of a settlor or beneficiaries.

find out more

Tripartite Contract

An Austrian law-governed tripartite agreement establishing legal relationships and obligations between three contracting parties.

find out more

Transfer Of Ownership Agreement

An Austrian law-governed agreement facilitating the formal transfer of property ownership between parties, ensuring compliance with ABGB requirements.

find out more
See more related templates

ұԾ’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ұԾ’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it