tiktok���˰�

A Director Appointment Agreement formalizes the relationship between a company and its new board member under Austrian corporate law. This binding contract spells out the director's roles, responsibilities, and terms of service, including compensation, meeting attendance requirements, and confidentiality obligations.

Under Austria's Stock Corporation Act (Aktiengesetz), these agreements protect both parties by clearly documenting the supervisory board appointment process, duration of service, and grounds for early termination. They're especially important for listed companies and GmbHs (limited liability companies) to ensure compliance with corporate governance standards and establish clear accountability measures.

Use a Director Appointment Agreement when bringing new members onto your company's board or supervisory board in Austria. This becomes essential during leadership transitions, company restructuring, or when expanding your board to meet growth needs. The agreement protects your organization during these critical changes.

Austrian companies need this document before a director starts their duties, particularly when appointing managing directors in GmbHs or board members in AGs. It's crucial for documenting complex arrangements like part-time directorships, specific performance targets, or special voting rights. Having it ready before the commercial register filing helps avoid disputes and ensures smooth corporate governance.

• Standard Board Member Agreement: The basic version covering core duties, compensation, and term length for typical AG board appointments
• Executive Director Agreement: Enhanced version for GmbH managing directors with detailed operational authority and profit-sharing arrangements
• Non-Executive Agreement: Tailored for supervisory board members with oversight duties and meeting attendance requirements
• Interim Director Agreement: Specialized version for temporary appointments during transitions or restructuring
• Group Company Agreement: Modified for directors serving multiple entities within a corporate group, addressing potential conflicts

• Board of Directors: Reviews and approves the final agreement terms, representing the company's interests in director appointments
• Incoming Directors: Negotiate and sign the Director Appointment Agreement, accepting its terms and responsibilities
• Corporate Legal Counsel: Drafts and customizes agreements to ensure compliance with Austrian corporate law
• Company Secretary: Manages documentation, filing requirements, and updates to the commercial register
• Shareholders: May need to approve certain director appointments, especially in smaller GmbHs or family-owned businesses

• Director Details: Gather full legal name, address, qualifications, and proposed role on the board
• Term Parameters: Define start date, duration, and any specific milestones or review periods
• Compensation Structure: Document salary, bonuses, benefits, and any performance-linked incentives
• Company Information: Collect current articles of association, board resolutions, and commercial register details
• Regulatory Requirements: Check Austrian corporate governance codes and industry-specific regulations
• Key Responsibilities: List specific duties, attendance requirements, and reporting obligations

• Identification Section: Full legal names and addresses of both company and director, plus company registration details
• Appointment Terms: Specific role, duration, and conditions under Austrian corporate law
• Duties and Powers: Detailed description of responsibilities, authority limits, and reporting obligations
• Compensation Package: Salary, benefits, expense policies, and any performance-based incentives
• Confidentiality Clause: Data protection and business secrets handling per Austrian GDPR requirements
• Termination Provisions: Notice periods, grounds for immediate termination, and post-directorship obligations
• Governing Law: Explicit reference to Austrian law and jurisdiction for dispute resolution

A Director Appointment Agreement differs significantly from a Director Services Agreement in several key aspects under Austrian law. While both relate to director roles, their scope and purpose vary considerably.

• Legal Foundation: Director Appointment Agreements focus on the formal board position establishment under Austrian corporate law, while Services Agreements detail specific operational duties and deliverables
• Duration and Terms: Appointment Agreements typically align with statutory board terms and corporate governance rules, whereas Services Agreements can be more flexible and project-based
• Scope of Authority: Appointment Agreements grant corporate powers and establish fiduciary duties, while Services Agreements usually limit authority to specific tasks or projects
• Corporate Registry Impact: Only Appointment Agreements require commercial register filing and formal board approval under Austrian law