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Simple Shareholders Agreement for Austria

Simple Shareholders Agreement Template for Austria

A Simple Shareholders Agreement under Austrian law is a legally binding document that establishes the fundamental rights, obligations, and relationships between shareholders of an Austrian company. It governs key aspects such as share transfers, voting rights, management decisions, and dispute resolution mechanisms while ensuring compliance with Austrian corporate law, particularly the Austrian Stock Corporation Act (Aktiengesetz) and Limited Liability Companies Act (GmbH-Gesetz). This agreement provides essential protection for both majority and minority shareholders while maintaining flexibility for business operations.

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What is a Simple Shareholders Agreement?

A Simple Shareholders Agreement is essential when establishing or formalizing the relationship between shareholders in an Austrian company. This document is particularly relevant for small to medium-sized enterprises with multiple shareholders, whether at formation or when new shareholders join. It operates under Austrian law, specifically complying with the Austrian Stock Corporation Act and Limited Liability Companies Act, and includes crucial provisions for share transfers, voting rights, management decisions, and shareholder protection mechanisms. The agreement helps prevent future disputes by clearly defining shareholders' rights and obligations, company governance structures, and procedures for various corporate actions. It's commonly used when setting up new businesses, restructuring existing ones, or when new investors join a company.

What sections should be included in a Simple Shareholders Agreement?

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, including company details and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Shareholdings: Details of company's share capital structure and current shareholdings

5. Shareholders' Rights and Obligations: Core rights and obligations of shareholders, including voting rights and dividend rights

6. Management and Corporate Governance: Decision-making processes, board composition, and reserved matters

7. Share Transfer Restrictions: Limitations on transfer of shares and right of first refusal procedures

8. Confidentiality: Obligations regarding confidential information

9. Term and Termination: Duration of the agreement and circumstances for termination

10. General Provisions: Standard clauses including governing law, notices, and amendments

What sections are optional to include in a Simple Shareholders Agreement?

1. Tag-Along and Drag-Along Rights: Include when protection for minority shareholders or exit mechanisms are desired

2. Anti-Dilution Provisions: Include when protecting against future share issuances is important

3. Deadlock Resolution: Include when equal shareholding exists or deadlock situations are likely

4. Non-Competition and Non-Solicitation: Include when protecting company interests from shareholder competition is necessary

5. Dividend Policy: Include when specific dividend distribution rules are desired

6. Share Valuation Mechanism: Include when specific methods for share valuation are needed

7. Intellectual Property Rights: Include when IP ownership and rights need to be addressed

What schedules should be included in a Simple Shareholders Agreement?

1. Schedule 1 - Share Capital and Shareholdings: Detailed breakdown of share capital and shareholding structure

2. Schedule 2 - Reserved Matters: List of decisions requiring special majority or unanimous approval

3. Schedule 3 - Share Transfer Procedures: Detailed procedures for implementing share transfers

4. Schedule 4 - Company Information: Key company details including registration numbers and registered office

5. Schedule 5 - Initial Business Plan: If relevant, initial business plan or company objectives

6. Appendix A - Share Certificate Template: Template for share certificates if physical certificates are used

7. Appendix B - Tag-Along/Drag-Along Procedures: Detailed procedures for implementing tag-along or drag-along rights if included

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

Retail

Real Estate

Healthcare

Financial Services

Construction

Energy

Agriculture

Media and Entertainment

Hospitality

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Corporate Secretariat

Investment

Business Development

Board of Directors

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

Legal Counsel

Corporate Secretary

Business Development Manager

Investment Manager

Compliance Officer

Board Member

Company Director

Corporate Governance Officer

Shareholder Relations Manager

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

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