Corporate contract
Company contracts are according to the legal definition of § 291 , para. 1 AktG as contracts defined by a domestic Aktiengesellschaft or Kommanditgesellschaft auf Aktien (Controlled Company) with a domestic or foreign company with any form (parent) management of its company to the organ support assumed ( control agreement ) or undertakes to transfer all of its profits to the parent company ( profit transfer agreement ).
General
A characteristic of the corporate contract is the management power, because the ruling company makes decisions in at least one of the operational functional areas ( procurement , production , financing , organization , administration , sales ) and enforces them - if necessary against the will of the controlled company. Management power is therefore the possibility of active influence on the business activities of the controlled company . The independent management of the management board of the controlled company ( Section 73 AktG) is replaced by externally determined management of the dominant company ( Section 308 (1) AktG).
More types
In addition to the domination and profit and loss transfer agreement, corporate contracts include the following contracts for stock corporations or limited partnerships based on shares:
- Collective agreement ,
- Partial profit transfer agreement ,
- Business lease and the
- Company leasing agreement .
According to the prevailing opinion , management contracts are also counted among the company contracts.
Legal consequences
Such corporate contracts lead irrefutably to a so-called (contractual) group between the contracting affiliated companies ( Section 18 (1) sentence 2 AktG) in the form of a subordinate group . The company exercising the management power is then called the parent company , the submitting company is called a subsidiary . In most cases, however, the contract group will also be based on a so-called de facto group through a majority holding.
