Management Agreement for Germany

Management Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes and regulates the relationship between a company and its managing director or executive officer. The document outlines the terms of appointment, duties, responsibilities, compensation, and benefits in accordance with German corporate law requirements, including the German Civil Code (BGB) and relevant corporate statutes. It addresses crucial aspects such as corporate governance, compliance obligations, confidentiality requirements, and termination provisions while ensuring alignment with German labor and commercial law principles.

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What is a Management Agreement?

The Management Agreement (Geschäftsführervertrag) is a crucial document used when appointing senior executives or managing directors in German companies. It serves as the primary contract governing the relationship between the company and its management, typically used for GmbH managing directors (Geschäftsführer) or AG board members (Vorstandsmitglieder). The agreement must comply with German corporate law requirements, including the German Civil Code (BGB), Commercial Code (HGB), and specific corporate statutes. It contains detailed provisions on management duties, representation powers, compensation, non-compete obligations, and termination rights, while addressing specific German corporate governance requirements and regulatory obligations.

What sections should be included in a Management Agreement?

1. Parties: Identification of the company and the manager, including full legal names and addresses

2. Background: Context of the appointment and basic information about the company and management position

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Official appointment of the manager and duration of the agreement

5. Duties and Responsibilities: Detailed description of management duties, authority, and reporting obligations

6. Compensation and Benefits: Base salary, bonuses, and other benefits

7. Working Time and Location: Expected working hours and primary place of work

8. Loyalty and Non-Competition: Exclusivity requirements and competition restrictions

9. Confidentiality: Protection of company secrets and confidential information

10. Compliance and Corporate Governance: Obligation to comply with laws and internal policies

11. Termination: Grounds and procedures for termination

12. Post-Termination Obligations: Continuing obligations after the agreement ends

13. Miscellaneous: Standard legal provisions including governing law, severability, and entire agreement

What sections are optional to include in a Management Agreement?

1. Shareholding Provisions: Required when the manager holds or will hold shares in the company

2. International Activities: Needed when the manager's duties involve cross-border responsibilities

3. Intellectual Property: Required when the manager may create IP in their role

4. Data Protection: Detailed GDPR compliance section when processing personal data is a significant part of duties

5. Industry-Specific Compliance: Additional compliance requirements for regulated industries

6. Corporate Representative Authority: Specific powers of representation when manager acts as corporate representative

7. Supervisory Board Relationship: Required for AGs or when dealing with supervisory board oversight

What schedules should be included in a Management Agreement?

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

2. Schedule 2 - Compensation Details: Detailed breakdown of salary, bonuses, and performance metrics

3. Schedule 3 - Benefits Package: Details of all benefits including insurance, pension, car allowance etc.

4. Schedule 4 - Company Policies: Key company policies the manager must comply with

5. Schedule 5 - Approved Secondary Activities: List of pre-approved additional professional activities, if any

6. Appendix A - Power of Attorney: Formal documentation of manager's authority to represent the company

7. Appendix B - Compliance Guidelines: Specific compliance requirements and procedures

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

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Professional Services

Healthcare

Retail

Energy

Real Estate

Transportation

Telecommunications

Construction

Education

Media and Entertainment

Pharmaceuticals

Consumer Goods

Relevant Teams

Legal

Human Resources

Finance

Compliance

Corporate Governance

Executive Office

Company Secretariat

Risk Management

Operations

Administrative

Relevant Roles

Managing Director (Geschäftsführer)

CEO (Vorstandsvorsitzender)

CFO (Finanzvorstand)

COO (Betriebsvorstand)

Executive Director

Board Member (Vorstandsmitglied)

General Manager

Country Manager

Division Head

Regional Director

Industries
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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