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Master Intercompany Agreement Template for Germany

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Key Requirements PROMPT example:

Master Intercompany Agreement

"Need a Master Intercompany Agreement for our German manufacturing group with 12 European subsidiaries, focusing on shared services and transfer pricing compliance, with implementation planned for January 2025."

Document background
The Master Intercompany Agreement is essential for multinational corporate groups operating in or from Germany, providing a structured framework for managing relationships between group companies. This document is particularly important when establishing or formalizing group-wide policies, procedures, and terms for intercompany transactions. It ensures compliance with German corporate law requirements, including specific provisions of the Stock Corporation Act (AktG) and Limited Liability Companies Act (GmbH-Gesetz), while addressing critical aspects such as transfer pricing, tax efficiency, and corporate governance. The Master Intercompany Agreement typically serves as the foundation document for more specific intercompany arrangements and is crucial for groups seeking to establish clear, consistent, and compliant internal business practices.
Suggested Sections

1. Parties: Identification of the group companies entering into the agreement, including registration details as required under German law

2. Background: Context of the group structure and purpose of the agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement, including specific German law concepts

4. Scope of Agreement: Framework for intercompany dealings and types of transactions covered

5. General Principles: Overarching principles governing all intercompany transactions and relationships

6. Service Provisions: General terms governing the provision of services between group companies

7. Financial Terms: Framework for pricing, payment terms, and invoicing requirements

8. Transfer Pricing Compliance: Provisions ensuring compliance with German and international transfer pricing requirements

9. Tax Matters: General tax principles and obligations for intercompany transactions

10. Intellectual Property Rights: Framework for IP sharing and licensing between group companies

11. Confidentiality: Protection of confidential information shared between group companies

12. Data Protection: GDPR and BDSG compliance requirements for data sharing

13. Duration and Termination: Term of the agreement and termination provisions

14. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions

15. General Provisions: Standard boilerplate clauses adapted to German law requirements

Optional Sections

1. Profit and Loss Transfer Provisions: Required if the agreement includes Organschaft arrangements under German tax law

2. Domination Provisions: Required if implementing a domination agreement (Beherrschungsvertrag) under German corporate law

3. Shared Services: Detailed provisions for shared service arrangements within the group

4. Personnel Secondment: Framework for employee secondments between group companies

5. Group Treasury Services: Provisions for cash pooling and treasury services

6. Insurance and Risk Management: Group-wide insurance and risk allocation provisions

7. Compliance Program: Group-wide compliance requirements and procedures

Suggested Schedules

1. Schedule 1 - Participating Group Companies: List of all group companies participating in the agreement with corporate details

2. Schedule 2 - Services Framework: Detailed description of types of services that may be provided between group companies

3. Schedule 3 - Pricing Principles: Detailed transfer pricing methodology and principles

4. Schedule 4 - Service Level Standards: Standard service levels applicable to intercompany services

5. Schedule 5 - Governance Procedures: Detailed procedures for approval and management of intercompany transactions

6. Schedule 6 - Form of Local Services Agreement: Template for specific service agreements between group companies

7. Schedule 7 - Calculation of Charges: Detailed methodology for calculating service charges and allocations

8. Appendix A - Contact Details: Key contact persons for each participating group company

9. Appendix B - Required Local Law Modifications: Country-specific modifications required for participating companies

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
















































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Relevant Industries

Manufacturing

Automotive

Financial Services

Technology

Pharmaceuticals

Chemical Industry

Retail

Energy

Telecommunications

Professional Services

Industrial Products

Consumer Goods

Healthcare

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Finance

Tax

Treasury

Compliance

Corporate Governance

Risk Management

Accounting

Corporate Development

Operations

Internal Audit

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Legal

Tax Director

Corporate Controller

Head of Compliance

Treasury Director

Group Financial Controller

Transfer Pricing Manager

Company Secretary

Head of Corporate Development

Finance Director

Operations Director

Risk Manager

Legal Counsel

Corporate Lawyer

Group Accountant

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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