Our institutional foundation
The protection of our technological developments and the uncompromising compliance with legal standards are the core pillars of our work. To guarantee maximum transparency and absolute security for partners, authorities and investors, our association operates according to strict, legally binding rules of procedure (GO). We distance ourselves from purely speculative market mechanisms. Our identity is based on measurable substance, clear organisational control and compliance with mandatory Austrian law (VereinsG, FlexKapGG, WiEReG).
Strict Compliance & The management of the FlexCo
For the operational implementation, scaling and market launch of our technological innovations, the association is authorised to spin off its own companies. This is done via our association-owned operational subsidiary, the yelllow box Flexible Company (FlexCo).
- Guarantee of non-profit status: The association’s executive committee exercises the shareholder rights over the FlexCo without gaps. It is guaranteed by the statutes and legally binding that all profits from the FlexCo flow exclusively to the non-profit purpose of the association (research, development, education).
- Secure investor participation via UWA: Via the FlexCo, we use the innovative instruments of Austrian company law. Investors and cooperation partners can be securely involved via so-called enterprise value shares (UWA) acc. to § 9 FlexKapGG. These shares are non-voting and protect the technological core competence of the association in the background from hostile takeovers.
- Supervisory board obligation & WiEReG compliance: We ensure seamless governance. As soon as the FlexCo exceeds the legal criteria of a medium-sized capital company, a supervisory board will be appointed immediately. In addition, we transparently fulfil the strict reporting obligations of the Register of Beneficial Owners (WiEReG) via professional party representatives (lawyers/notaries).
Financial control & liability protection
The financial management of the association is subject to a strict, multi-stage control architecture that goes far beyond conventional association structures:
- The mandatory co-signature for extraordinary transactions: While the president solely represents the ongoing operations up to a limit of € 100,000, a mandatory co-signature by another executive committee member applies to all extraordinary legal transactions – regardless of the amount. These include the founding of subsidiaries (FlexCo), licensing, the sale of property rights or the conclusion of funding agreements (e.g. aws guarantees).
- General assembly reservation: Every extraordinary legal transaction and every expenditure exceeding the amount of € 250,000 strictly requires a prior resolution by the general assembly.
- Organ liability according to ABGB: For investors and funding bodies, our structure means maximum security: When acting dutifully in the best interest of the association, our organ representatives are fully indemnified and protected internally. In the event of intentional or grossly negligent misconduct, however, the relentless personal liability according to §§ 1295 ff ABGB takes effect.
Permanent innovation and know-how protection
Anyone who becomes part of our network enters a protected legal space. Our rules of procedure bind all association organs, partners and employees to draconian protection duties:
- Project-related NDAs & IP assignments: No project employee receives access to confidential data or systems without having previously signed a seamless, written IP assignment (transfer of rights to the association) and a project-related NDA.
- Permanent confidentiality: The duty of confidentiality regarding internal matters, technical documents and funding applications applies indefinitely and remains fully intact even after termination of a membership.
- Exclusivity clause: All projects, contacts or business opportunities initiated within the scope of the association’s activities are considered pure association property and may never be abused or bypassed for private purposes.