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A Director Services Agreement sets out the formal relationship between a company and its board members under Austrian corporate law. It details the director's duties, responsibilities, and compensation while serving on the board, going beyond what's covered in the basic articles of association (Satzung).

These agreements are especially important for Austrian GmbHs and AGs, as they help comply with the Corporate Governance Code and protect both parties' interests. The contract typically addresses key points like strategic decision-making powers, non-compete clauses, performance bonuses, and termination conditions - all while aligning with Austria's strict corporate governance requirements.

Use a Director Services Agreement when bringing new board members into your Austrian company, especially for GmbHs and AGs. This agreement becomes essential during leadership transitions, when promoting internal executives to board positions, or when recruiting external directors with specialized expertise.

The timing is particularly critical for regulated industries, high-growth companies planning expansions, or organizations implementing new governance structures. Having this agreement in place before the director starts protects both parties and creates clear accountability. It's particularly valuable when offering performance-based compensation or when directors need specific decision-making authority beyond standard board duties.

• Executive Director Agreement: Tailored for C-suite positions with extensive operational control and strategic decision-making power
• Non-Executive Director Agreement: Focuses on oversight and advisory roles, with emphasis on independence requirements under Austrian law
• Managing Director Agreement (GmbH): Specialized for GmbH structures with detailed profit-sharing and liability provisions
• Supervisory Board Agreement: Designed for Aufsichtsrat members with specific monitoring and compliance responsibilities
• Interim Director Agreement: Short-term focused with clear duration, transition responsibilities, and flexible termination options

• Board of Directors: Reviews and accepts the Director Services Agreement terms, ensuring alignment with their professional goals and risk tolerance
• Company Legal Counsel: Drafts and customizes agreements to protect corporate interests while complying with Austrian corporate law
• Supervisory Board (Aufsichtsrat): Approves agreements for executive board members in Austrian AGs, ensuring proper governance
• External Legal Advisors: Provide specialized expertise for complex agreements, particularly in regulated industries
• Company Secretary: Maintains official records and ensures proper execution of agreements within corporate governance framework

• Company Details: Gather full legal name, registration number, and registered office address of the Austrian company
• Director Information: Collect CV, qualifications, and any existing board positions to ensure compliance with multiple directorship rules
• Role Specifics: Define exact duties, authority limits, and reporting relationships within Austrian corporate structure
• Compensation Package: Document base salary, bonuses, benefits, and any performance-linked components
• Term and Termination: Specify appointment duration, notice periods, and grounds for early termination under Austrian law
• Document Generation: Use our platform to create a legally compliant agreement that incorporates all essential elements

• Identification Section: Full legal names, addresses, and corporate details of both company and director
• Appointment Terms: Specific role, duration, and scope of authority under Austrian corporate law
• Duties and Powers: Detailed responsibilities, decision-making authority, and reporting obligations
• Remuneration Structure: Comprehensive breakdown of salary, bonuses, and benefits following Austrian tax regulations
• Confidentiality Provisions: Data protection measures compliant with GDPR and Austrian privacy laws
• Non-Compete Clauses: Competition restrictions within legal bounds of Austrian employment law
• Termination Conditions: Notice periods, severance terms, and grounds for immediate dismissal

A Director Services Agreement differs significantly from a Director Appointment Agreement in several key aspects, though they're often confused in Austrian corporate governance. While both relate to board positions, their scope and purpose are distinct.

• Legal Scope: Director Services Agreements cover comprehensive terms of service, including duties, compensation, and confidentiality, while Appointment Agreements focus solely on the formal designation to the board position
• Timing: Services Agreements typically follow after the Appointment Agreement, providing detailed operational framework for the ongoing relationship
• Content Depth: Services Agreements include extensive provisions about performance metrics, bonus structures, and operational responsibilities, whereas Appointment Agreements mainly document the basic terms of position acceptance
• Duration Impact: Services Agreements can be modified without affecting board membership, while changes to Appointment Agreements may require shareholder approval or registry updates