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An Operating Agreement spells out how a GmbH (limited liability company) in Austria will run its business. It covers essential details like who owns what percentage of the company, how decisions get made, and what happens when partners want to sell their shares or leave the business.

Under Austrian corporate law, this binding document must be signed before a notary and filed with the commercial register. While some basic elements are required by law, companies can customize their Operating Agreement to include specific rules about profit sharing, management duties, and how to handle disputes between shareholders - making it a crucial foundation for smooth business operations.

The Operating Agreement needs to be in place before registering your GmbH with the Austrian commercial register - it's a mandatory first step. Most founders create this agreement when transitioning from a sole proprietorship to a GmbH, bringing in new business partners, or starting a fresh company venture.

Key times to update your Operating Agreement include adding new shareholders, changing management structures, or adjusting profit distribution rules. Many Austrian businesses also revise their agreements when expanding operations internationally or taking on significant new business activities to ensure clear governance and decision-making processes.

• Standard Operating Agreement: The basic version required for GmbH registration, covering essential elements like capital contributions, profit sharing, and management structure
• Multi-Member Agreement: Enhanced version with detailed voting rights, transfer restrictions, and conflict resolution mechanisms for companies with multiple shareholders
• Family Business Agreement: Specialized structure addressing succession planning, family member roles, and maintaining family control
• Professional Services Agreement: Tailored for law firms, medical practices, and consulting companies, with specific provisions for professional qualifications and liability
• Joint Venture Agreement: Modified structure focusing on collaboration between partner companies, including special exit rights and resource sharing

• Company Founders: Primary creators and signatories of the Operating Agreement, defining their ownership stakes and management roles in the GmbH
• Notaries: Required by Austrian law to authenticate the agreement and ensure it meets legal requirements before commercial registration
• Corporate Lawyers: Draft and review the agreement to protect client interests and ensure compliance with Austrian corporate law
• Managing Directors: Key parties bound by the agreement's governance rules and operational guidelines
• Shareholders: All parties who own shares in the GmbH must comply with the agreement's terms regarding voting rights, profit sharing, and transfer restrictions

• Company Details: Gather full legal names of all shareholders, planned business activities, and registered office address
• Capital Structure: Document each member's capital contribution, share distribution, and payment schedule
• Management Setup: Define roles of managing directors, voting rights, and decision-making processes
• Operational Rules: Outline profit distribution, transfer restrictions, and dispute resolution procedures
• Documentation: Prepare identification documents, business licenses, and proof of capital deposits
• Notarization Plan: Schedule an appointment with an Austrian notary who will authenticate the final agreement

• Company Identity: Legal name, registered address, and business purpose (Unternehmensgegenstand)
• Share Capital: Total amount, division among shareholders, and contribution schedule
• Shareholder Rights: Voting procedures, profit distribution, and transfer restrictions
• Management Structure: Powers and duties of managing directors (Geschäftsführer)
• General Assembly: Rules for shareholder meetings and decision-making processes
• Exit Provisions: Procedures for share transfers, inheritance, and company dissolution
• Dispute Resolution: Methods for handling conflicts and jurisdiction clauses

An Operating Agreement fundamentally differs from a Business Acquisition Agreement in both purpose and timing. While an Operating Agreement establishes the ongoing rules for running a GmbH, a Business Acquisition Agreement handles the one-time purchase of an existing business.

• Scope and Duration: Operating Agreements provide long-term governance rules, while Business Acquisition Agreements focus on the specific terms of transferring business ownership
• Required Parties: Operating Agreements involve all GmbH shareholders and managing directors, whereas Business Acquisition Agreements are between buyer and seller only
• Legal Requirements: Operating Agreements must be notarized and filed with the commercial register; Business Acquisition Agreements don't require notarization unless real estate is involved
• Modification Process: Operating Agreements need shareholder approval and re-notarization for changes; Business Acquisition Agreements typically can't be modified after closing