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General Manager Contract Template for Germany

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Key Requirements PROMPT example:

General Manager Contract

"I need a General Manager Contract under German law for a tech startup's first CEO, who will start on March 1, 2025, with equity participation rights and international travel responsibilities."

Document background
The General Manager Contract (Geschäftsführervertrag) is a crucial document used when appointing a managing director (Geschäftsführer) in German companies, particularly in GmbHs (limited liability companies). This contract type is essential as it defines the legal relationship between the company and its General Manager, which is notably different from regular employment relationships under German law. The document comprehensively covers appointment terms, management responsibilities, compensation structures, benefit packages, and termination provisions. It must comply with German corporate law requirements, particularly the GmbH Act, while also addressing practical business needs. The contract is typically implemented when appointing new General Managers, restructuring management positions, or updating existing management agreements to reflect new terms or legal requirements.
Suggested Sections

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

2. Background: Context of the appointment, including company details and appointment resolution by shareholders

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Official appointment as General Manager (Geschäftsführer) and duration of the appointment

5. Position and Duties: Scope of responsibility, primary duties, and reporting obligations

6. Powers of Representation: Extent and limitations of authority to represent the company

7. Working Time and Location: Expected time commitment and primary place of work

8. Remuneration: Base salary, payment terms, and review procedures

9. Variable Compensation: Bonus structures, performance metrics, and payment conditions

10. Benefits and Expenses: Additional benefits, expense reimbursement, and company car provisions

11. Vacation: Annual leave entitlement and approval process

12. Confidentiality: Protection of company secrets and confidential information

13. Non-Competition: Restrictions during and after employment

14. Intellectual Property: Ownership and assignment of work products and inventions

15. Termination: Notice periods, grounds for termination, and process

16. Company Policies: Compliance with internal policies and procedures

17. Governing Law: Application of German law and jurisdiction

18. Severability: Standard clause ensuring partial invalidity doesn't void entire agreement

Optional Sections

1. D&O Insurance: Details of Directors and Officers liability insurance, included for larger companies or high-risk industries

2. Secondary Employment: Rules for accepting additional roles or board positions, relevant for part-time managers

3. International Activities: Provisions for international travel and responsibilities, included if company has international operations

4. Share Options: Details of any share option or participation programs, included if equity compensation is offered

5. Retirement Benefits: Special pension arrangements, typically for senior or long-term appointments

6. Change of Control: Special provisions in case of company sale or merger, relevant for larger companies

7. Relocation: Terms for relocation support, included if manager needs to relocate

8. Compliance Requirements: Industry-specific compliance obligations, included for regulated industries

Suggested Schedules

1. Schedule 1: Detailed Responsibilities: Comprehensive list of duties and responsibilities

2. Schedule 2: Bonus Calculation: Detailed formula and metrics for variable compensation

3. Schedule 3: Benefits Package: Detailed description of all benefits and allowances

4. Schedule 4: Company Car Policy: Specific terms regarding company car usage and maintenance

5. Schedule 5: Restricted Activities: Detailed list of prohibited competitive activities

6. Schedule 6: Group Companies: List of affiliated companies covered by non-compete and confidentiality

7. Appendix A: Shareholder Resolution: Copy of shareholder resolution appointing the General Manager

8. Appendix B: Power of Attorney: Formal documentation of representation powers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses



































Relevant Industries

Manufacturing

Technology

Financial Services

Professional Services

Retail

Healthcare

Real Estate

Construction

Energy

Transportation

Telecommunications

Media and Entertainment

Hospitality

Consumer Goods

Industrial Services

Biotechnology

Information Technology

Education

Logistics

Consulting

Relevant Teams

Legal

Human Resources

Executive Management

Corporate Governance

Compliance

Finance

Board Secretariat

Risk Management

Corporate Communications

Compensation and Benefits

Relevant Roles

General Manager

Managing Director

CEO

Executive Director

Country Manager

Division Head

Branch Manager

Chief Operating Officer

Regional Director

Business Unit Head

Subsidiary Director

Senior Vice President

Executive Vice President

Company 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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