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Equity Agreement
I need an equity agreement for a startup co-founder who will receive a 20% equity stake in exchange for their role as Chief Technology Officer. The agreement should include vesting over four years with a one-year cliff, and outline responsibilities, decision-making authority, and exit conditions.
What is an Equity Agreement?
An Equity Agreement sets out how ownership stakes are divided among shareholders in an Austrian company, typically covering both current holdings and future share distributions. It outlines key rights, responsibilities, and financial interests of each party while following Austria's Stock Corporation Act (Aktiengesetz) and Limited Liability Companies Act (GmbH-Gesetz).
These agreements play a crucial role in Austrian startups and established businesses, protecting both majority and minority shareholders through specific provisions about voting rights, profit sharing, and exit strategies. They often include tag-along and drag-along rights, share transfer restrictions, and anti-dilution protections - all essential elements for maintaining clear ownership structures and preventing future disputes.
When should you use an Equity Agreement?
Companies need an Equity Agreement when bringing in new shareholders, especially during funding rounds or when establishing joint ventures in Austria. This document becomes essential before distributing shares to founders, employees through stock option plans, or when investors are joining the company.
Use it to prevent future ownership disputes by clearly defining shareholder rights, profit-sharing mechanisms, and exit procedures upfront. Austrian businesses particularly benefit from having an Equity Agreement in place before major company milestones like expanding operations, launching new subsidiaries, or preparing for an IPO. It provides critical protection during ownership transitions and helps maintain compliance with Austrian corporate governance requirements.
What are the different types of Equity Agreement?
- Simple Agreement For Equity: Basic framework used by Austrian startups for straightforward equity distributions, ideal for early-stage companies
- Equity Investment Agreement: Comprehensive agreement for larger investments, including detailed valuation and investor rights provisions
- Standby Equity Purchase Agreement: Specialized agreement for future equity purchases, common in staged investment rounds
- Equity Agreement Contract: Standard form used for general equity transactions, adaptable to various business contexts
- Equity Award Agreement: Focused on employee equity compensation and stock option plans under Austrian labor laws
Who should typically use an Equity Agreement?
- Company Founders: Initiate and sign Equity Agreements when establishing ownership structures or bringing in new partners to their Austrian businesses
- Investors: Review and negotiate terms before providing capital, ensuring their investment rights are protected under Austrian corporate law
- Corporate Lawyers: Draft and review agreements to ensure compliance with Austrian regulations and protect all parties' interests
- Board Members: Approve and oversee implementation of equity distributions according to company statutes
- Employee Shareholders: Receive equity through stock option plans or other incentive programs, becoming bound by the agreement's terms
- Financial Advisors: Guide valuation processes and structure equity arrangements in compliance with Austrian tax laws
How do you write an Equity Agreement?
- Company Details: Gather current ownership structure, registration numbers, and articles of association from the Austrian Business Register
- Valuation Data: Document company valuation method and current share value according to Austrian accounting standards
- Ownership Plan: Map out intended equity distribution, including vesting schedules and transfer restrictions
- Stakeholder Information: Collect identification details and tax numbers for all parties involved
- Rights Structure: Define voting rights, profit sharing, and exit procedures clearly
- Documentation: Our platform generates customized Equity Agreements that comply with Austrian law, ensuring all required elements are included
- Internal Review: Have key stakeholders verify accuracy of terms and ownership details before finalizing
What should be included in an Equity Agreement?
- Party Identification: Full legal names, addresses, and registration numbers of all shareholders and the company
- Ownership Structure: Detailed breakdown of share distribution, classes, and nominal values in accordance with Austrian GmbH-Gesetz
- Transfer Provisions: Rules for selling or transferring shares, including pre-emptive rights and tag-along/drag-along clauses
- Voting Rights: Clear definition of voting mechanisms and majority requirements for key decisions
- Exit Mechanisms: Procedures for company sale, IPO, or shareholder withdrawal
- Dispute Reֱ: Austrian jurisdiction clause and arbitration procedures
- Confidentiality: Data protection provisions complying with Austrian and EU regulations
- Termination Terms: Conditions and procedures for agreement termination or modification
What's the difference between an Equity Agreement and a Simple Agreement for Future Equity?
An Equity Agreement differs significantly from a Simple Agreement for Future Equity (SAFE) in several key aspects under Austrian law. While both deal with company ownership, they serve distinct purposes and are used in different scenarios.
- Timing of Rights: Equity Agreements establish immediate ownership rights and obligations, while SAFEs promise future equity conversion upon specific triggering events
- Legal Structure: Equity Agreements create direct shareholder relationships governed by Austrian corporate law, whereas SAFEs are investment instruments that don't initially confer shareholder status
- Complexity Level: Equity Agreements typically contain comprehensive governance provisions, voting rights, and exit mechanisms; SAFEs are deliberately simpler instruments focused mainly on conversion terms
- Implementation: Equity Agreements require immediate company registry updates and notarization in Austria, while SAFEs can be executed as private contracts without immediate corporate changes
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