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A Director Agreement outlines the rights, duties, and relationship between a company and its managing director (Geschäftsführer) under German law. It works alongside the basic appointment document (Bestellung) to create a complete legal framework for director service.

These contracts typically detail compensation, bonus structures, non-compete clauses, and termination terms while complying with the GmbH Act. German companies often use these agreements to protect both parties' interests, establish clear performance expectations, and ensure proper corporate governance - especially important since directors face personal liability for certain company obligations.

Companies need a Director Agreement when appointing new managing directors (Geschäftsführer) or updating terms with existing ones. This becomes especially crucial during leadership transitions, company restructuring, or when expanding operations in the German market.

The agreement proves invaluable when defining complex compensation packages, establishing clear performance metrics, or protecting company interests through non-compete provisions. It's particularly important for international companies setting up German subsidiaries, as it helps navigate local corporate governance requirements and protects both parties from future disputes about roles, responsibilities, and benefits.

• Managing Director Contract Of Employment: Standard employment agreement for GmbH managing directors, covering core duties and benefits
• Medical Director Agreement: Specialized contract for healthcare facility leadership roles with clinical oversight provisions
• Non Executive Director Agreement: For supervisory board members focusing on oversight and strategic guidance
• Executive Director Independent Contractor Agreement: For directors serving as external consultants rather than employees
• Directors Loan Agreement: Governs financial arrangements between directors and the company

• Managing Directors (Geschäftsführer): Primary parties who negotiate and sign Director Agreements, taking on leadership responsibilities and legal obligations
• Company Shareholders: Must approve key terms and compensation packages through shareholder resolutions
• Legal Counsel: Draft and review agreements to ensure compliance with German corporate law and protect both parties' interests
• HR Departments: Handle implementation of employment terms, benefits, and maintain personnel records
• Supervisory Board (Aufsichtsrat): Reviews and approves agreements for larger companies, ensuring alignment with corporate governance standards

• Director Details: Gather full legal name, address, qualifications, and planned role within the company structure
• Compensation Package: Define base salary, bonuses, benefits, pension arrangements, and any performance-based incentives
• Company Information: Compile registration details, shareholders' resolutions, and existing governance documents
• Core Responsibilities: List specific duties, authority limits, and reporting relationships
• Key Terms: Determine contract duration, notice periods, non-compete clauses, and confidentiality requirements
• Template Selection: Use our platform to generate a legally compliant agreement that includes all mandatory elements under German law

• Party Details: Full legal names, addresses, and company registration information (Handelsregister data)
• Scope of Authority: Clear definition of management powers and limitations under GmbH 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 Provisions: Post-employment restrictions compliant with German competition law
• Confidentiality Obligations: Data protection and trade secret safeguards meeting GDPR requirements
• Governing Law: Explicit reference to German law and jurisdiction for dispute resolution

A Director Agreement differs significantly from a Director Appointment Agreement. While both documents relate to corporate leadership, they serve distinct purposes in German business law.

• Legal Scope: Director Agreements cover comprehensive employment terms, duties, and compensation, while Appointment Agreements merely formalize the official designation (Bestellung) as managing director
• Duration Impact: A Director Agreement can be terminated independently of the appointment status, preserving the basic corporate position while changing employment terms
• Content Detail: Director Agreements include extensive provisions about compensation, benefits, and non-compete clauses; Appointment Agreements simply confirm the corporate role and basic powers
• Legal Requirements: Under German GmbH law, the Appointment Agreement needs shareholder approval, while the Director Agreement's terms can often be negotiated more flexibly