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The Limited Liability Partnership Agreement is a crucial document used when establishing a partnership structure that combines the flexibility of a partnership with limited liability protection under Austrian law. This agreement is particularly relevant for professional service firms, consulting businesses, and other enterprises where partners wish to maintain professional autonomy while limiting their personal liability. The document encompasses all essential aspects required by Austrian corporate law, including capital contributions, profit sharing, management structure, and partner obligations. It aligns with the Austrian Limited Liability Companies Act (GmbHG) and includes specific provisions for partner entry and exit, decision-making processes, and dispute resolution. The agreement is designed to provide a robust framework for partnership operations while ensuring compliance with Austrian regulatory requirements and business practices.

1. Parties: Identification and details of all founding partners

2. Background: Context of the partnership formation and intended business purpose

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Formation and Name: Official establishment of the partnership and its registered name

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

6. Partnership Capital: Initial capital contributions, capital accounts, and additional funding provisions

7. Partnership Interests: Division of ownership, voting rights, and economic interests

8. Management Structure: Governance framework, appointment of managing partners, and decision-making processes

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

10. Profit and Loss Distribution: Method of allocating profits and losses among partners

11. Meetings and Resolutions: Procedures for partner meetings and decision-making processes

12. Transfer of Partnership Interests: Rules regarding transfer of ownership interests and admission of new partners

13. Financial Matters: Accounting policies, financial reporting, and banking arrangements

14. Term and Termination: Duration of partnership and circumstances for termination

15. Dissolution and Liquidation: Procedures for winding up the partnership

16. Confidentiality: Protection of partnership's confidential information

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

18. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability