The Simple General Partnership Agreement (OG Agreement) is a crucial document for businesses operating in Austria who wish to establish a partnership where all members actively participate in the business operations with unlimited liability. This type of agreement is commonly used when two or more parties want to combine their resources, expertise, and efforts to operate a business together under Austrian law. The document is governed by the Austrian Commercial Code (UGB) and must include specific provisions regarding partner contributions, profit sharing, management rights, and decision-making processes. It's particularly suitable for small to medium-sized businesses where partners want to maintain direct control over operations while sharing responsibilities and liabilities. The agreement must be registered with the Austrian Commercial Register (Firmenbuch) and forms the foundational document that governs the partnership's entire lifecycle, from formation through operation to potential dissolution.
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1. Parties: Identification and details of all partners forming the OG
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, and registered office
5. Purpose of Partnership: Detailed description of the partnership's business activities and objectives
6. Capital Contributions: Details of initial capital contributions from each partner, including nature and value
7. Partnership Interests: Partners' ownership percentages and voting rights
8. Management and Representation: Management structure, decision-making processes, and external representation rights
9. Profit and Loss Sharing: Distribution of profits and allocation of losses among partners
10. Banking and Financial Records: Banking arrangements and requirements for maintaining financial records
11. Partner Meetings: Procedures for regular and special partner meetings, voting requirements
12. Duration and Fiscal Year: Term of partnership and definition of fiscal year
13. Termination and Dissolution: Conditions and procedures for partnership termination and dissolution
14. Governing Law: Confirmation of Austrian law application and jurisdiction
1. Non-Competition: Restrictions on partners engaging in competing businesses, used when partners have other business interests
2. Intellectual Property: IP rights and ownership provisions, important when the partnership will develop or use significant IP
3. Partner Death or Incapacity: Detailed procedures for handling partner death or incapacity, recommended for partnerships with individual partners
4. Admission of New Partners: Procedures for admitting new partners, useful for partnerships planning future expansion
5. Partner Withdrawal: Detailed procedures for voluntary partner withdrawal, important for larger partnerships
6. Dispute Resolution: Specific dispute resolution procedures, recommended for partnerships with multiple partners
7. Insurance: Required insurance coverage and responsibilities, important for high-risk businesses
8. Confidentiality: Provisions for protecting partnership's confidential information, essential for partnerships with sensitive information
1. Schedule A - Capital Contributions: Detailed list of each partner's initial capital contributions including valuations
2. Schedule B - Partner Contact Information: Complete contact details and addresses of all partners
3. Schedule C - Business Plan: Initial business plan and operational strategy
4. Schedule D - Management Duties: Detailed allocation of management responsibilities among partners
5. Schedule E - Banking Arrangements: Details of partnership bank accounts and authorized signatories
6. Appendix 1 - Partnership Registration Documents: Copies of official registration documents and certificates
7. Appendix 2 - Special Resolutions: Any special resolutions agreed upon during partnership formation
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Retail
Manufacturing
Construction
Hospitality
Technology
Consulting
Real Estate
Trading
Creative Industries
Agriculture
Healthcare Services
Transport and Logistics
Financial Services
Relevant Teams
Legal
Corporate Affairs
Executive Leadership
Finance
Compliance
Risk Management
Business Development
Operations
Strategic Planning
Administrative
Relevant Roles
Business Owner
Entrepreneur
Managing Partner
Chief Executive Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Finance Director
Company Secretary
Operations Manager
Risk Manager
Compliance Officer
Partnership Manager
Strategic Planning Director
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