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Partnership Agreement
I need a partnership agreement for a joint venture between two companies, outlining the roles and responsibilities of each partner, profit-sharing arrangements, and a dispute reֱ mechanism. The agreement should also include provisions for the duration of the partnership and conditions for termination or withdrawal.
What is a Partnership Agreement?
A Partnership Agreement forms the legal foundation between two or more people who join forces to run a business in Austria. It spells out how partners will share profits, losses, and responsibilities while following Austrian commercial code (Unternehmensgesetzbuch). Think of it as your business's roadmap and rulebook combined.
This binding contract covers essential points like capital contributions, decision-making processes, and what happens if someone wants to leave. While verbal partnerships are technically possible under Austrian law, smart business owners put everything in writing to prevent disputes and protect everyone's interests. The agreement also determines if you're forming a general partnership (OG) or limited partnership (KG), each with different liability rules.
When should you use a Partnership Agreement?
Get your Partnership Agreement in place before you start doing business together in Austria. This vital document becomes especially important when joining forces with others to open a retail store, start a consulting firm, or launch any joint venture where you'll share profits and responsibilities.
The agreement proves essential when bringing in new partners, making major business decisions, or handling disagreements about profit distribution. Austrian law requires clear documentation for partnerships registered as OG or KG entities. Having this agreement ready also speeds up business loan applications, helps with tax planning, and protects all partners if someone decides to leave or retire.
What are the different types of Partnership Agreement?
- Partnership Contract Agreement: Standard template for general business partnerships (OG) covering basic profit sharing and management rights
- 50 50 Partnership Agreement: Equal-split arrangement with balanced control and liability between two partners
- Limited Partnership Agreement: Sets up a KG structure with active general partners and passive limited partners
- Limited Partnership Agreement Private Equity: Specialized version for investment vehicles with complex profit distribution
- Joint Partnership Agreement: Used for temporary project-specific collaborations between multiple businesses
Who should typically use a Partnership Agreement?
- Business Partners: The primary parties signing the Partnership Agreement, including general partners in an OG who share full liability and limited partners in a KG with restricted liability
- Legal Advisors: Austrian attorneys who draft and review agreements to ensure compliance with Unternehmensgesetzbuch requirements
- Tax Consultants: Help structure profit-sharing arrangements and advise on tax implications for different partnership types
- Commercial Banks: Review agreements when considering business loans or opening partnership accounts
- Business Registry Office: Receives and processes partnership registrations based on the agreement terms
How do you write a Partnership Agreement?
- Basic Details: Gather full legal names, addresses, and tax IDs of all partners and the planned business location
- Business Structure: Decide between OG (general) or KG (limited) partnership under Austrian law
- Capital Contributions: Document each partner's initial investments, both monetary and non-monetary
- Profit Distribution: Agree on exact percentages and payment schedules for profit sharing
- Management Rights: Define voting powers and decision-making authority for each partner
- Exit Strategy: Plan procedures for partner withdrawal, retirement, or business disֱ
- Document Generation: Use our platform to create a legally compliant agreement that includes all required elements
What should be included in a Partnership Agreement?
- Partner Information: Full legal names, addresses, and roles (general or limited) of all partners
- Business Purpose: Clear description of partnership activities and scope under Austrian commercial law
- Capital Structure: Detailed breakdown of each partner's contributions and ownership percentages
- Profit Distribution: Formula for sharing profits, losses, and tax obligations
- Management Rights: Decision-making procedures and voting thresholds for key business matters
- Exit Provisions: Rules for partner withdrawal, death, or partnership disֱ
- Dispute Reֱ: Austrian jurisdiction and mediation procedures before court action
- Compliance Statement: Reference to Unternehmensgesetzbuch requirements and partnership type (OG/KG)
What's the difference between a Partnership Agreement and a Business Acquisition Agreement?
A Partnership Agreement differs significantly from a Business Acquisition Agreement. While both deal with business relationships, they serve distinct purposes under Austrian law. Partnership Agreements establish ongoing operational relationships between partners, while Business Acquisition Agreements handle one-time transfers of business ownership.
- Duration and Purpose: Partnership Agreements create lasting business relationships with shared responsibilities, while Business Acquisition Agreements conclude once ownership transfers
- Legal Structure: Partnership Agreements form new business entities (OG or KG) under Austrian law; Acquisition Agreements transfer existing businesses without creating new entities
- Risk Distribution: Partners share ongoing business risks and liabilities; buyers in acquisitions assume full control and responsibility after purchase
- Financial Arrangements: Partnerships involve profit-sharing mechanisms; acquisitions focus on purchase price and payment terms
- Regulatory Requirements: Partnerships need registration in the Austrian Business Registry; acquisitions require transfer of licenses and permits
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