Stages

As soon as the business idea is ready and the concept, logo, brand name, product design, software or technical invention has been worked out, it is time to take care of the right IP strategy. The aim is to protect the company from unauthorized imitation or use by others. Trademarks, names, designs and similar intellectual property rights have never been as important as they are today. The right IP strategy enhances a company’s value and makes your start-up attractive to business partners and investors.

Word marks, purely figurative marks or word figurative marks? Registered design or design patent? What is optimally protected where (Austria, Europe, all over the world?) and how?  The protection of trademarks or designs costs money. We make sure that you use your money optimally in this area and find exactly the protection you need for your goods and services.

Our services in detail:

• Trademark research
• Registration of trademarks and designs
• Trademark administration
• License and exploitation agreements (“copyright”) among team members, with employees and business partners
• NDA (non-disclosure agreements)
• Agreements about the transfer of trademark rights and contribution of trademark rights to the Ltd.
• Advice in all legal questions of competition law

Founders often overlook the fact that working together on a project already creates a so-called partnership under civil law (GesBR), which is automatically created by law. Without concrete agreements between the founders, legal regulations apply that are often not intended at all.

The Founder´s Agreement is the first step to turn your start-up into more than just a business idea. It’s about defining how you work together as a team and keeping a commitment among the team members. A Founder’s Agreement can be a good preparation for the future formation of a company. We’re happy to advise you about which agreements make sense in your concrete start-up phase, or if it is still too early for the final choice of the right legal form (e.g. Ltd.-founding).

Our services in detail:

• Creation of a Founder’s Agreement
• Advices on the choice of legal form
• Information about the GesBR and its legal consequences (e.g. external representation, rights and obligations of the members, termination and exclusion, etc.)

Before entering the market, it is important to clarify whether specific conditions of eligibility (e.g. trade licences, concessions or other public law permits) must be fulfilled in order to exercise the business model. We are happy to help you find your way through the jungle of legal regulations quickly and efficiently.

Our services in detail:

• Trade registrations (free and regulated trades)
• Information on the legal reliability requirements for the business model
• Application for obtaining licences (e.g. gambling licences, banking and capital market licences) and other public-law licences (e.g. operating plant licences)

The company’s financial position (liquidity, financing and budget planning) is one of the most important things. In addition to the possibility of receiving public funding, there are countless other financial instruments to choose from. Private investors in particular want to secure their investment according to their specifications and often wring concessions from the founders. In joint discussions, we find out which financial instruments are suitable for the start-up in this phase. We not only offer our legal expertise, but also our broad network in the financing industry to provide advice and assistance.

After the initial preparatory work, the foundation of the company and the choice of the right legal form are on the agenda. Depending on whether there are one or more founders, there are different forms to choose from (individual entrepreneur, partnership or corporation). The establishment of a more costly but liability-limiting company is not always desired right from the start, but is often demanded by investors. When choosing the legal form, there are not only tax criteria to consider, but also company law and business management criteria. We will show you the advantages and disadvantages of the different legal forms and help you in choosing the right one.

Once the right legal form has been found, the foundation of the chosen company – apart from the sole proprietorship – begins immediately. It is particularly important here to create a secure set of rules among the share-holders so that the cooperation (raising of capital, resolutions, distribution of profits, etc.) and, if necessary, a later divergence (sale of shares, termination, exit, death, etc.) of the shareholders are predictable and conflict-free. In doing so, the founders can concentrate entirely on the management of the company and do not have to deal too intensively with internal company issues.

The managing director represents the company externally and conducts its business. In most start-ups at least one of the founders (partners) is also the managing director. In a capital company (e.g. a limited liability company), however, there is also the possibility of so-called third-party management. In any case, we recommend the conclusion of a managing director agreement, which deals with the field of activity, the remuneration, the beginning and end of the activity and other important topics (e.g. competition clause). Depending on the form, a service contract, a freelance service contract or a contract for work and services can be considered. We would be happy to advise you!

One of the fundamental issues in setting up a company is the question of financing or raising capital. Since traditional bank loans are difficult to obtain at this early stage, the founders usually start by taking money into their own hands or bringing an investor on board. There are countless possibilities (financial instruments) under which conditions the founders or investors may provide the company with capital. Depending on whether shares have to be granted and/or the capital has to be repaid later, one speaks of equity, mezzanine or debt capital. We would be happy to show founders and investors these different options and find the right financial instrument for each constellation (e.g. shareholder contribution, shareholder loan, silent partnership, subordinated loan with and without participation in the increase in company value, convertible loan, profit participation rights, etc.).

Business creation is not always accompanied by the foundation of a Ltd. Founders often start with a sole proprietorship and initially register trademarks themselves as trademark owners. When it comes to company formation later, the shareholders must first contribute the company and any trademarks to the Ltd. As so often, different variations are possible: 1. Material foundation, in which the company is contributed at the same time as the company is incorporated, 2. the subsequent contribution and 3. the sale of the company to the Ltd. There are often tax reasons as to which option is the most suitable in your case. We would be happy to coordinate with your tax advisor. That way we will be able to find a solution quickly and you can concentrate on your business.

Even though some business ideas have been stereotypically developed in “one’s own garage” or in coffee shops, nearly every business needs its own premises sooner or later. In addition to buying real estate, most companies also rent premises. Thereby it is important to pay attention to certain tricky clauses – e.g. termination options despite time limit, waiver of termination, redemption payment, replacement of possible investments in the rented property, etc. There are some pitfalls that can jeopardize the economic situation of the company. As experts in real estate law, we are happy to review/create the rental contract/purchase agreement and advise you on negotiations with landlords/sellers. Should you come into conflict with your landlord, we would be happy to help and represent you in court if necessary.

When the workload increases, the team has to be expanded. Of course, this does not necessarily mean the admission of new members. Harmonious working relationships with employees are as well inestimable capital for young companies. This is based on well thought-out contracts (service contracts, free service contracts, work contracts, company agreements, etc.), which also take into account social security law and tax law (keyword: ancillary wage costs yes or no). We will find the appropriate contract variant depending on the actual work situation. We would also be happy to support you with the introduction of an employee participation program.

A smooth handling of business relationships always works well if the rights and obligations are clearly and comprehensibly regulated for both parties. In everyday business life, well-formulated contracts with customers, suppliers and possible cooperation partners are therefore indispensable. The spectrum of possible contracts is very wide and ranges from distribution contracts (e.g. commercial agency contracts), intellectual property agreements (e.g. licence contracts), purchase and work contracts, transport contracts to franchise contracts. It is our aim to tailor your contracts to your specific needs without unnecessary legal excesses, but clear and understandable.

General terms and conditions are intended to facilitate business life for entrepreneurs who conclude a large number of contracts with the same content. Especially – but not only – in online business (e-commerce), general terms and conditions are common practice. We make sure that your GTCs comply with the many legal requirements, especially in consumer law, and thus achieve their full effectiveness. Web-shops also have a number of legal provisions that have to be complied with. Data protection declarations, the reference to the right of withdrawal in the right place and the imprint are to be provided, to name a few. In addition to the creation of all these documents, we also offer a legal check of your web-shop, in which we examine the legally compliant procedures during the purchasing process.

Due to the expansion of business activities, internationalisation and much more, a start-up may have further capital requirements. We are happy to support start-ups and investors in financing rounds. In most cases, investors receive shares in the company for increasing their capital. This may be done by transfer of shares or capital increase. Silent participations, subordinated and/or convertible loans are also instruments used to increase capital. Investors often tie the financing to specific conditions (vesting, liquidation preference, co-sale rights, requirements for the appropriation of profits, etc.). In joint discussions, we address the individual needs and interests of both parties and find fair solutions for everyone.

The participation of employees in the company is becoming more and more important. Not only does it increase motivation and identification with the company, but it also is a good alternative to conventional forms of financing, especially for start-ups. Should you also want to involve your employees, we will be happy to show you the different possibilities. From pure profit sharing to capital contributions, anything is possible.

The start-up scene speaks of an “exit” when, for example, founders (and participating investors) sell the entire company or individual shareholders sell their shares. There are numerous exit scenarios, such as the repurchase of shares of an investor by the founders, a sale of the company to another company, usually in the same sector, a change of investor, etc. Together we develop the sales strategy, prepare you for a due diligence of the buyer and accompany you during the negotiations up to the conclusion of the contract.

Crises can also be opportunities. It is important to act quickly and purposefully. We will help you in taking the right legal steps – be it restructuring or timely initiating rehabilitation proceedings.