Managing director's service contract for a GmbH (Austria)
Published byDocMuse
This document is in German
The PDF you download is in German — that is the language it has to be filed in, so it is not translated. Everything on this page is here to tell you what it says.
The contract between an Austrian GmbH or FlexCo and its managing director, separate from the appointment by the shareholders: duties and standard of care (§ 25 of the Austrian Limited Liability Companies Act, GmbHG), scope of the work, gross monthly salary paid 14 or 12 times a year, variable pay, leave, competition and confidentiality, term and notice. Whether the director is insured under the ASVG or the GSVG depends not on the contract's label but on the shareholding and actual influence (§ 539a ASVG); the contract records the shareholding. Removal ends the office, not the contract (§ 16 GmbHG). In German.
What you fill in
The details the document asks for.
- Company name
- Company's seat (the municipality named in the articles)
- Company's number in the Austrian company register (FN)
- Court keeping the company's register entry (as on the register extract)
- Who signs for the company (a shareholder, or a person the shareholders authorised)
- Managing director's academic degree (if any)
- Manager
- Managing director's date of birth
- Manager's address
- Date of the shareholders' resolution appointing the managing director
- Scope of the work (e.g. full time, or hours a week)
- Managing director's gross monthly salary
- How often the salary is paid (14 or 12 times a year)
- Variable pay (e.g. a bonus for targets met, or “none”)
- Other terms
- Managing director's share of the capital (in %, or “none”)
- Employee severance fund (Betriebliche Vorsorgekasse): name and address
- Annual leave, in working days
- Start date
- Term of the director's contract (open-ended or fixed-term)
- End of the contract (fixed-term contract only)
- Notice period
- City
- Date
Preview
This document is produced for you. Your answers are typed into it and the finished PDF is yours to keep.
Common questions
- Does the managing director of an Austrian GmbH need a contract besides the appointment?
- The shareholders' appointment makes the director an officer of the company; salary, leave, term and notice are governed only by a contract. The two are separate: the shareholders may revoke the appointment at any time, but compensation claims under existing contracts are unaffected (§ 16 GmbHG). The law prescribes no particular form for the contract; signed — on paper or with a qualified electronic signature — it proves what applies.
- Is the managing director of an Austrian GmbH insured under the ASVG or the GSVG?
- That depends on shareholding and influence, not on the contract. A shareholder-director of a GmbH that is a member of the Austrian Economic Chamber is compulsorily insured under the GSVG (§ 2 Abs 1 Z 3 GSVG), unless insured as an employee under the ASVG (§ 4 Abs 2 ASVG). A director without a shareholding is usually insured under the ASVG. From which shareholding or blocking minority the influence decides is assessed by the ÖGK and the SVS on the actual circumstances (§ 539a ASVG); clarify it with the insurer before the contract starts.
- Who signs an Austrian GmbH's contract with a managing director who is also a shareholder?
- As a rule the shareholders decide on the contract by resolution and say who signs for the company; where there is a supervisory board, it may also represent the company in this (§ 30l GmbHG). A shareholder with whom the company is to conclude the contract does not vote on it (§ 39 Abs 4 GmbHG) — though on their own appointment as managing director they may (§ 39 Abs 5 GmbHG). Item 4 of the contract records the shareholding, because it counts for social insurance.
How you can sign this document
- Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
- Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked
DocMuse sells documents, not legal advice. Acceptance always depends on the recipient's rules and your local law.
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