Shareholders' Agreement

Overview

A shareholders’ agreement (Gesellschaftervereinbarung/Syndikatsvertrag) is an ancillary agreement under which the shareholders may confidentially regulate certain matters outside the articles of association (Gesellschaftsvertrag). The most common cases of shareholders’ agreements concern voting agreements, pursuant to which shareholders agree among themselves on a certain voting behaviour at the general meeting (Generalversammlung).

Key Facts

  • The shareholders’ agreement is not included in the collection of documents (Urkundensammlung) of the commercial register (Firmenbuch) and is therefore not publicly accessible.
  • Shareholders’ agreements generally establish a continuing obligation between the concluding parties (civil-law partnership).
  • In principle, a shareholders’ agreement can be concluded without any formal requirements.

Shareholders’ Agreement Explained

A shareholders’ agreement is usually an agreement between the shareholders regarding their voting behaviour at the general meeting (Generalversammlung). However, these agreements may also contain other provisions e.g. those relating to the financing of the company, the dividend policy, the transfer of share quotas and the composition of the corporate bodies.

Caution: If pre-emptive rights (Aufgriffsrechte) or rights of first refusal (Vorkaufsrechte) are agreed between the shareholders in a shareholders’ agreement, the shareholders’ agreement must be concluded in the form of an Austrian notarial deed (Notariatsakt).

If a shareholder violates the shareholders’ agreement, the corresponding shareholders’ resolution (Gesellschafterbeschluss) remains valid. However, the other shareholders may assert claims for damages against the shareholder acting in breach of the shareholders’ agreement.

Caution: In certain cases, provisions of a shareholders’ agreement must also be included in the articles of association (Gesellschaftsvertrag) in order to be legally binding. For example, a restriction on the transfer of shares only has effect vis-à-vis third parties if it is also contained in the articles of association

  • The shareholders’ agreement is not included in the collection of documents (Urkundensammlung) of the commercial register (Firmenbuch) and is therefore not publicly accessible.
  • Shareholders’ agreements generally establish a continuing obligation between the concluding parties (civil-law partnership).
  • In principle, a shareholders’ agreement can be concluded without any formal requirements.

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