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Managing Director Contract

Managing Director Contract Template for Austria

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Key Requirements PROMPT example:

Managing Director Contract

"I need a Managing Director Contract under Austrian law for a tech startup's new CEO who will be relocating from Germany to Vienna, starting March 1, 2025, with specific provisions for stock options and international travel."

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Document background
The Managing Director Contract is a crucial document used when appointing executive leadership in Austrian companies, particularly in GmbHs and AGs. It serves as both an employment agreement and a corporate appointment document, reflecting the dual nature of the managing director's position under Austrian law. The contract must comply with specific requirements of Austrian corporate law, particularly the GmbHG, while addressing practical business needs. It includes comprehensive provisions on management authority, representation powers, remuneration structures, and termination rights. This document is especially important as managing directors in Austria have specific statutory duties and liabilities, and their relationship with the company differs from regular employment relationships. The contract typically requires shareholder approval and may need to be coordinated with supervisory board requirements in larger organizations.
Suggested Sections

1. Parties: Identification of the company and the managing director

2. Background: Context of the appointment and any relevant corporate resolutions

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Official appointment as managing director, term duration, and any renewal provisions

5. Duties and Responsibilities: Scope of authority, specific responsibilities, and reporting obligations

6. Remuneration: Base salary, payment terms, and review mechanisms

7. Working Time and Place of Work: Expected working hours and primary workplace location

8. Variable Compensation: Bonus structures, performance criteria, and payment conditions

9. Benefits and Expenses: Additional benefits, expense reimbursement, and insurance coverage

10. Holiday Entitlement: Annual leave provisions and holiday pay

11. Confidentiality: Protection of company secrets and confidential information

12. Non-Competition: Restrictions during employment and post-termination

13. Intellectual Property: Assignment of IP rights and related obligations

14. Data Protection: Consent for data processing and privacy obligations

15. Termination: Grounds for termination, notice periods, and consequences

16. Company Property: Handling of company assets and return obligations

17. Governing Law and Jurisdiction: Confirmation of Austrian law application and competent courts

Optional Sections

1. D&O Insurance: Details of directors and officers liability insurance, used when the company provides such coverage

2. Additional Group Responsibilities: Used when the director has responsibilities in affiliated companies

3. Relocation Assistance: Included when the director is relocating from another country/city

4. Company Car: Details of company car provision and related terms, if applicable

5. Secondary Activities: Regulations regarding additional professional activities, if relevant

6. Share Options: Share option schemes or equity participation, if offered

7. Representative Authority: Specific provisions about representation powers, if different from standard

8. International Travel: Special provisions for extensive international travel requirements

9. Language Requirements: Specific language proficiency requirements and testing, if applicable

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and areas of responsibility

2. Schedule 2 - Bonus Scheme: Detailed bonus calculation methods and performance criteria

3. Schedule 3 - Benefits Package: Comprehensive list of benefits and their terms

4. Schedule 4 - Company Policies: Key company policies applicable to the managing director

5. Schedule 5 - Power of Attorney: Specific representation rights and limitations

6. Appendix A - Corporate Resolution: Copy of the shareholders' resolution appointing the managing director

7. Appendix B - Job Description: Detailed description of the role and expectations

8. Appendix C - Target Agreement: Annual or long-term performance targets

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Appointment
Term
Duties and Responsibilities
Authority and Powers
Remuneration
Bonus and Variable Compensation
Benefits
Expenses
Working Time
Place of Work
Holiday Entitlement
Illness and Incapacity
Company Car
Insurance
Pension
Confidentiality
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Secondary Activities
Representation Powers
Corporate Governance
Reporting Obligations
Performance Review
Share Options
Termination
Garden Leave
Post-Termination Obligations
Company Property
Amendments
Severability
Notices
Entire Agreement
Governing Law
Jurisdiction
Relevant Industries

Technology

Manufacturing

Financial Services

Professional Services

Healthcare

Retail

Real Estate

Energy

Telecommunications

Transportation

Construction

Media and Entertainment

Education

Hospitality

Pharmaceuticals

Automotive

Agriculture

Mining

Chemical Industry

Consumer Goods

Relevant Teams

Human Resources

Legal

Finance

Corporate Governance

Executive Office

Board Secretariat

Compliance

Corporate Affairs

Administration

Risk Management

Relevant Roles

Managing Director

CEO

General Manager

Executive Director

Country Manager

Division Director

Chief Operating Officer

Branch Manager

Regional Director

Senior Vice President

Head of Operations

Business Unit Director

Industries
GmbHG (Limited Liability Companies Act): Regulates the legal framework for GmbH companies, including appointment, duties, and responsibilities of managing directors
UGB (Austrian Commercial Code): Contains provisions regarding commercial representation, business conduct, and general commercial law principles applicable to managing directors
AVRAG (Labour Contract Law Amendment Act): Covers aspects of employment contract transfers and information obligations in employment relationships
ANGB (Salaried Employees Act): Although managing directors often fall outside its scope, it provides important reference points for contract terms
ASVG (General Social Security Act): Regulates social security matters, including special provisions for managing directors
Austrian Civil Code (ABGB): Provides the general legal framework for contracts and civil law obligations
ArbVG (Labour Constitution Act): Relevant for determining whether works council rights apply to the managing director position
Austrian Income Tax Act (EStG): Contains provisions regarding the taxation of managing directors' remuneration and benefits
Austrian Corporate Income Tax Act (KStG): Relevant for tax implications of managing director compensation from the company's perspective
Austrian Data Protection Act (DSG): Governs the handling of personal data and privacy requirements in the employment relationship
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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