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A Director Agreement spells out the rights, duties, and compensation between a company and its board member or managing director under Austrian law. It forms the legal backbone of the leadership relationship, covering everything from decision-making authority to confidentiality obligations.

In Austria's two-tier board system, these agreements must align with both the GmbH Act and Stock Corporation Act. They typically detail salary, bonuses, term length, non-compete clauses, and termination conditions. Directors need this contract to clearly understand their role's boundaries and protect both parties' interests in case of disputes.

Use a Director Agreement when appointing new board members or managing directors to your Austrian company. This contract becomes essential during leadership transitions, changes in compensation packages, or when promoting internal executives to director positions.

The agreement proves particularly valuable when clarifying complex benefit structures, implementing strategic non-compete provisions, or establishing performance metrics for directors. Austrian companies need this document before the commercial register appointment becomes effective, and it's crucial for international groups setting up local subsidiaries with Austrian directors.

• Executive Director Employment Contract: For C-level executives with broad strategic responsibilities and performance-based compensation structures
• Managing Director Contract Of Employment: Tailored for GmbH managing directors (Geschäftsführer) with operational control
• Medical Director Contract: Specialized for healthcare facility leadership with clinical oversight duties
• Nominee Director Agreement: For representative directors acting on behalf of shareholders or parent companies
• Director And Officer Indemnification Agreement: Focuses on liability protection and risk management terms

• Board of Directors/Supervisory Board: Reviews and approves Director Agreements, ensuring alignment with company strategy and Austrian corporate governance standards
• Managing Directors (Geschäftsführer): Primary signatories who negotiate and are bound by the agreement's terms and responsibilities
• Corporate Legal Counsel: Drafts and reviews agreements to ensure compliance with Austrian GmbH and AG laws
• HR Executives: Manages implementation of compensation terms and performance metrics
• Shareholders: May need to approve significant terms, especially in smaller GmbHs
• External Legal Advisors: Often consulted for complex agreements or international director appointments

• Director Details: Gather full legal name, address, qualifications, and proposed role within the company structure
• Compensation Package: Define base salary, bonuses, benefits, and any performance-linked incentives
• Company Information: Collect current articles of association, commercial register details, and relevant board resolutions
• Scope of Authority: List specific powers, responsibilities, and any limitations on decision-making
• Term and Termination: Specify duration, notice periods, and grounds for early termination
• Legal Requirements: Our platform ensures compliance with Austrian corporate law while generating customized agreements
• Internal Approval: Confirm necessary shareholder or supervisory board authorizations

• Party Details: Complete legal names, addresses, and registration numbers of company and director
• Role Definition: Specific duties, authorities, and reporting relationships under Austrian corporate law
• Compensation Terms: Detailed breakdown of salary, bonuses, benefits, and expense reimbursement policies
• Duration and Termination: Contract period, notice requirements, and grounds for early termination
• Non-Compete Clause: Post-employment restrictions compliant with Austrian competition laws
• Confidentiality: Data protection and trade secret safeguards under GDPR and local regulations
• Governing Law: Clear statement of Austrian jurisdiction and applicable corporate statutes
• Signing Requirements: Proper execution format for Austrian corporate documents

A Director Agreement differs significantly from a Director Services Agreement in several key aspects under Austrian law. While both relate to leadership roles, their scope and application serve distinct purposes in corporate governance.

• Legal Status: Director Agreements establish a formal employment relationship with executive powers under Austrian corporate law, while Director Services Agreements typically create a contractor relationship without full executive authority
• Scope of Authority: Director Agreements grant comprehensive management powers and corporate representation rights; Services Agreements limit authority to specific projects or advisory roles
• Social Security: Director Agreements include mandatory Austrian social insurance coverage and employment benefits; Services Agreements treat the director as a self-employed consultant
• Corporate Liability: Director Agreements carry statutory liability under the GmbH Act; Services Agreements typically have more limited contractual liability
• Integration Level: Director Agreements make the individual part of the corporate structure; Services Agreements maintain independence