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A Corporate Charter (Gesellschaftsvertrag) is the foundational legal document that brings an Austrian company into existence. It outlines the essential structure and rules of your business, including its name, registered office, purpose, and share capital. Think of it as your company's birth certificate and constitution rolled into one.

Under Austrian law, this vital document must be notarized and filed with the Commercial Register (Firmenbuch) before your company can start operating. It sets out key details like how decisions will be made, who can represent the company, and what happens if shareholders want to sell their stakes. These rules protect both the company and its stakeholders by creating clear governance guidelines that align with Austrian corporate law.

You need a Corporate Charter when starting any new company in Austria, from small GmbHs to large AGs. This foundational document becomes essential during key business moments: launching your startup, converting your business structure, bringing in new shareholders, or expanding into new markets.

Having a well-crafted Charter proves invaluable during investor negotiations, bank loan applications, and regulatory inspections. It protects your interests when disputes arise between shareholders, clarifies decision-making authority during leadership changes, and helps maintain compliance with Austrian corporate laws. Many entrepreneurs create their Charter during company formation, but it often needs updates as the business grows and evolves.

• Small GmbH Charter: Basic structure suited for private limited companies, focusing on standard governance and single-owner operations
• Multi-Partner GmbH Charter: More complex version with detailed shareholder rights, voting procedures, and profit distribution mechanisms
• AG Corporate Charter: Comprehensive document for public companies, including specific provisions for supervisory boards and shareholder meetings
• Startup Charter: Streamlined version with flexibility for future funding rounds, vesting schedules, and anti-dilution provisions
• Family Business Charter: Specialized version incorporating succession planning, family council structures, and generational transfer provisions

• Company Founders: Create and sign the initial Corporate Charter when establishing the business, defining their ownership stakes and roles
• Notaries: Review, authenticate, and certify the Charter before submission to Austrian authorities
• Corporate Lawyers: Draft and revise Charter provisions, ensuring compliance with Austrian corporate law
• Management Board: Implements and follows Charter guidelines in daily operations and major decisions
• Shareholders: Bound by Charter provisions regarding voting rights, profit sharing, and transfer restrictions
• Commercial Register Officials: Review and approve Charters before company registration

• Basic Company Details: Prepare your company name, registered address, business purpose, and planned activities
• Capital Structure: Determine initial share capital, types of shares, and contribution amounts from each founder
• Management Setup: Define roles, responsibilities, and signing authority for managing directors
• Shareholder Information: Gather full legal names, addresses, and ownership percentages of all shareholders
• Decision Rules: Plan voting majorities, meeting procedures, and profit distribution mechanisms
• Exit Strategy: Consider transfer restrictions, pre-emptive rights, and procedures for selling shares
• Supporting Documents: Collect passport copies, proof of capital deposits, and specimen signatures

• Company Identification: Legal name, form of company (GmbH/AG), registered office location, and business purpose
• Share Capital: Amount and division of share capital, types of shares, and payment terms
• Management Structure: Powers and duties of managing directors, representation rules, and signing authority
• Shareholder Rights: Voting procedures, profit distribution, transfer restrictions, and exit provisions
• General Meetings: Rules for convening meetings, quorum requirements, and decision-making processes
• Dissolution Terms: Procedures for company dissolution and asset distribution
• Governing Law: Clear statement of Austrian jurisdiction and applicable corporate laws

While a Corporate Charter establishes your company's legal existence in Austria, the Corporate Governance Document serves a different but complementary purpose. Understanding these distinctions helps you use each document effectively:

• Legal Status: A Corporate Charter is mandatory for company formation and must be filed with authorities, while governance documents are internal guidelines that can be modified without official registration
• Scope: The Charter defines fundamental elements like capital structure and shareholder rights, whereas governance documents detail day-to-day operational procedures and management practices
• Modification Process: Changing a Charter requires shareholder approval and official registration, but governance documents can be updated through internal procedures
• Enforcement: Charter provisions are legally binding and enforceable under Austrian corporate law, while governance documents primarily serve as internal management tools