Articles of Association
Lawyer Mag. Schaunig

The legally sound foundation
for your company

As a lawyer for corporate law, company law and commercial law, we support companies in Austria and throughout Europe with legally compliant articles of association and individual advice.

Articles of
Association
Lawyer
Mag. Schaunig

The legally sound foundation
for your company

As lawyers specializing in business, corporate and commercial law,
we support companies in Austria and throughout Europe
with legally sound articles of association and
personalized advice.

Legally sound agreements —
from formation to succession.

Legally sound agreements —
from formation to succession.

Anyone who wants to set up a company (e.g. GmbH, OG, KG) needs a partnership agreement. It regulates the relationship and cooperation between the shareholders, sets out rights and obligations and forms the basis of many companies in Austria.

As a lawyer specializing in company law, corporate law and commercial law, we support small and medium-sized enterprises (SMEs), start-ups, family businesses and expanding companies in Austria and throughout Europe in all legal matters – from incorporation and day-to-day business to company succession.

Legally compliant contracts

  • Creation & testing
  • Amendment & adjustment of contracts
  • Partnership agreements
  • Service contracts
  • GTC
  • etc.

Company register entry

  • Support & implementation

Representation & support

  • for the appointment of shareholders
  • upon dissolution of the company
  • upon termination of the company

Company (sale) purchase

  • Purchase, sale & succession
  • Fiduciary settlement

Disputes & challenges

  • Legal support & advice in disputes
  • Contestation of shareholder resolutions

Consulting

  • Foundation
  • Legal form
  • Contracts
  • Cooperation agreements
  • Company sale & purchase

Law firm Mag. Schaunig

What we focus on in our work

Law firm Mag. Schaunig

In-house support

Large law firms are too expensive and too impersonal for many companies. At our law firm, we look after you in-house, individually and transparently.

This also means that we take the time to discuss all the details and answer any questions you may have. Appointments can also be made at short notice for urgent matters.

Expertise

As a lawyer specializing in corporate law, company law and commercial law, we combine legal, commercial and corporate law expertise.

We use these to draw up legally compliant articles of association and find solutions that will help your company move forward.

Tailored solutions
across Europe

We know how important tailor-made contracts are – depending on the legal form, the company and the individual concerns.

Companies operating throughout Europe may also be subject to various national regulations. We find solutions that work – in Austria and throughout Europe.

The lawyer’s articles of association as a legal basis

The lawyer’s
articles of
association as
a legal basis

In the case of a GmbH or a partnership, the articles of association serve as the legal basis on the one hand and are the official founding document on the other. The company only comes into existence through it.

In the case of a general partnership or a limited partnership, such a contract in written form is not mandatory.

However, as a lawyer for partnership agreements, we still advise you to draw up such an agreement – because this way you create clarity and record all important aspects in writing in advance.

These include:

  • Management & representation

  • Relationship between the shareholders

  • Change of shareholders

  • Voting ratios & voting rights

  • Rights and obligations

  • Profit and loss participation

  • Provisions governing the sale,
    liquidation and dissolution of the company.

Gesellschaftsvertrag Anwalt

Law firm Schaunig

Professional contracts avoid conflicts

Our values

People do not always agree. But disputes and conflicts should have as little impact as possible on the success of the company. This is precisely why legally secure contracts are so important.

They clearly show roles, rights and obligations and can thus prevent uncoordinated solo efforts. At best, they avoid misunderstandings before they arise.

As a partnership agreement lawyer from Vienna, we support you with the drafting and review of contracts and with personal and individual advice.

Feel free to contact us at any time and arrange a free initial consultation.

Content and formal requirements according to company form

Depending on the chosen legal form, both the content and the formal requirements of the articles of association differ:

  • GmbH:
    The content and form of the articles of association are governed by law. A notarial deed is also required when establishing a GmbH.

  • OG:
    No specific form is required. The partnership agreement may also be concluded orally. All partners have unlimited personal liability.

  • KG:
    No specific form is required. The partnership agreement may also be concluded orally. The general partner and limited partner are subject to different liability rules.

Further provisions in the articles of association

Further provisions in the articles of association

Although the contract has different requirements in terms of content and form for a GmbH, OG and KG, it regulates many other important points in all cases:

Financial regulations

  • Taxes

  • Foundation costs

  • Share capital

  • Regulations on private withdrawals

  • Offsetting
    losses

Further regulations

  • Liability

  • Fiduciary duties

  • Information and control rights

  • Shareholder rights to issue instructions

  • Transfer restrictions

  • Succession clauses

Our tips for your contracts

Our tips for your contracts

As lawyers specializing in corporate and business law in Vienna, we have already drafted a wide range of agreements—both for companies in Austria and for businesses operating throughout Europe.

Whether general terms and conditions, joint venture agreements or articles of association, there are several aspects that are always important in creating legally sound and sustainable provisions and avoiding problems.

Three qualities that all agreements should have are:

Detailed

Set out all details, rights, obligations, relationships, etc. as precisely as possible.

This helps prevent misunderstandings caused by wording that is too vague or open to broad interpretation.

In writing

Agreements should always be documented in writing.

This provides greater legal certainty and gives you a clear and robust basis should disputes arise.

Future-proof

Contracts should always be drafted, as far as possible, to take potential future developments into account.

These may include the admission of additional shareholders and business succession, as well as mechanisms for resolving disputes and disagreements.

We would be happy to discuss which contracts you need and what your requirements are in a free initial consultation at our law firm in Vienna.

Arnulf Schaunig

Your lawyer for corporate law & company law in Vienna

Your lawyer for corporate law & company law in Vienna

I am Arnulf Schaunig, lawyer for business law, corporate and commercial law from Vienna.

My team and I will be at your side throughout the entire business cycle – from the choice of legal form to the foundation, day-to-day business and company succession.

We draw up and review contracts, support you with the entry in the commercial register, the termination of the company and in the event of disputes. In addition, we can also assist you as a lawyer in other legal matters (debt collection, general terms and conditions, real estate law, trusteeships, litigation, etc.).

Simply arrange a free initial consultation. We look forward to welcoming you to our office in the 2nd district!

Wirtschaftsrecht – RA Mag. Arnulf Schaunig

Advantage for existing customers:

Advantage for existing customers:

Once a year we offer our existing clients a free annual meeting. This appointment lasts approx. 1 hour and takes place in our law firm in the 2nd district. As with the recurring inspection of your vehicle, we check the most important legal areas of your company, find any existing weaknesses and clarify possible optimizations – completely free of charge!

FAQ –
Frequently asked
questions about
articles of association

FAQ – Frequently asked questions about articles of association

Do I always need a partnership agreement?

In the case of a GmbH, you always need a written contract; in the case of an OG and a KG, the contract can also be concluded verbally. However, due to legal certainty, we as lawyers recommend that a partnership agreement is always recorded in writing.

Even if you wish to involve employees or investors in the company, you should draw up an agreement.
We would be happy to advise you during a free initial consultation on whether an articles of association is appropriate in your specific case and what it should include.

What is important in a partnership agreement?

It is important that all details are recorded in detail and preferably in writing. This gives you a legal basis that you can refer to at any time and avoid conflicts. It is also important that the contract is future-proof and regulates possible changes.

In addition, depending on the company (GmbH, OG, KG), it must comply with other regulations in terms of content and form.

When do I need a lawyer for partnership agreements?

Support from a lawyer is always useful if you want to draw up a contract or have it checked. This is because unclear, non-legally compliant or vague wording can quickly lead to misunderstandings and conflicts.

However, a corporate lawyer will also support you if disputes have already arisen, the company is to be restructured or a withdrawal from the company is desired.

Can articles of association be amended retrospectively?

Yes, but whether the change must be approved unanimously by all shareholders or whether approval by the majority is sufficient depends on the decision.

What other issues can you support me with?

As a lawyer, we support you with various matters and in a wide range of legal areas. These include debt collection, general terms and conditions, IT law, brokerage law, inheritance law, real estate law, trusts, employment law, litigation, etc.

With our law firm, you will find a strong partner who has your back.