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A Constitution Document forms the legal foundation of an Austrian company, outlining its core structure and operating rules. Known locally as "Gesellschaftsvertrag" for GmbHs or "Satzung" for AGs, it defines essential elements like the company's name, registered office, business purpose, and share capital structure.

Under Austrian corporate law, this binding document sets out shareholder rights, management responsibilities, and decision-making procedures. Companies must file it with the Commercial Register (Firmenbuch) during incorporation, and any later changes require notarization and shareholder approval. It's crucial for protecting stakeholder interests and ensuring smooth corporate governance.

You need a Constitution Document when starting any company in Austria, from small GmbHs to large AGs. This foundational document must be in place before registering with the Firmenbuch, as it establishes your company's legal identity and operating framework. It's also essential when bringing in new shareholders, changing your business purpose, or restructuring the organization.

Update your Constitution Document when making significant changes like moving headquarters, adjusting share capital, or modifying management structures. Getting it right from the start helps avoid costly disputes and regulatory issues later. Remember that all changes require notarization and proper shareholder approval under Austrian corporate law.

• GmbH Constitution: The most common type for limited liability companies, focusing on share distribution, management rights, and profit allocation. Simpler structure ideal for small to medium businesses.
• AG Satzung: More complex version for public companies, with detailed provisions for supervisory boards, shareholder meetings, and stock regulations.
• Startup Constitution: Tailored for growth companies with specific clauses for future investment rounds, vesting schedules, and exit strategies.
• Family Business Constitution: Includes special provisions for succession planning, family councils, and maintaining family control.
• Social Enterprise Constitution: Incorporates social mission statements, impact measurement, and profit reinvestment rules.

• Company Founders: Initial creators who draft and sign the Constitution Document when establishing their GmbH or AG, setting core business parameters.
• Notaries: Required by Austrian law to authenticate the document, verify identities, and ensure compliance with corporate regulations.
• Shareholders: Must approve the constitution and any amendments, bound by its rules on voting rights and profit distribution.
• Management Board: Operates within the framework set by the constitution, responsible for daily business decisions.
• Legal Counsel: Drafts and reviews the document, ensuring it meets requirements of the Austrian Commercial Code (UGB).

• Company Details: Gather full legal name, business address, proposed share capital, and main business activities.
• Ownership Structure: Define shareholder names, their contributions, and percentage stakes in the company.
• Management Framework: Decide on managing directors, their powers, and any supervisory board requirements.
• Operational Rules: Plan voting procedures, profit distribution methods, and transfer restrictions.
• Legal Requirements: Check minimum capital requirements and mandatory provisions under Austrian GmbH or AG law.
• Document Generation: Use our platform to create a legally compliant Constitution Document, ensuring all essential elements are included.

• Company Identification: Legal name, registered office address, and business purpose (Unternehmensgegenstand).
• Share Capital: Total amount, division of shares, and types of contributions (cash or in-kind).
• Management Structure: Powers and duties of managing directors (Geschäftsführer), representation rules.
• Shareholder Rights: Voting procedures, profit distribution, transfer restrictions, and general meeting rules.
• Duration and Dissolution: Company lifespan and procedures for winding up.
• Mandatory Provisions: Special majority requirements, supervisory board rules (if applicable), and dispute resolution mechanisms.
• Compliance Elements: Our platform ensures all these requirements are met automatically through smart templates.

A Constitution Document differs significantly from a Corporate Governance Document. While both deal with company management, they serve distinct purposes in Austrian corporate law.

• Legal Status: The Constitution Document is a mandatory founding document filed with the Firmenbuch, while the Corporate Governance Document is an internal policy framework that can be modified without formal registration.
• Scope and Content: Constitution Documents establish fundamental company structures and shareholder rights, while Corporate Governance Documents detail operational procedures and management practices.
• Modification Process: Changes to a Constitution Document require notarization and shareholder approval, whereas Corporate Governance Documents can be updated through board resolutions.
• Enforcement: Constitution Documents are legally binding on all stakeholders and enforceable in court, while Corporate Governance Documents primarily serve as internal guidelines and best practices.