Changes to the managing directors (GmbH/UG) / Management Board (AG)

The dismissal and/or new appointment of managing directors at the GmbH / UG (haftungsbeschränkt) requires a written resolution of the shareholders' meeting. You can formulate this resolution yourself. We will also be happy to prepare the resolution for you to sign.

Furthermore, the dismissal and new appointment of managing directors at the GmbH / UG (haftungsbeschränkt) must always be reported to the commercial register. New managing directors must state their name, date of birth and place of residence. The commercial register must also be informed of how the managing director represents the company, in particular whether he may always act alone or only together with another managing director or an authorized signatory.

In the case of a company - especially a UG (haftungsbeschränkt) - that was founded according to the model protocol, several managing directors may only ever act jointly. If you wish to change this, you must amend the company's articles of association.

When registering a new managing director, it must also be stated whether the new managing director is exempt from the restrictions of Section 181 BGB, i.e. whether he can also represent the company in transactions with himself and with other third parties also represented by him (in particular companies). In the case of a company - especially a UG (haftungsbeschränkt) - that was founded according to the model protocol, only the founding shareholder is exempt from the restrictions of Section 181 BGB. If you would also like to exempt new managing directors from the restrictions of Section 181 BGB, you must amend the company's articles of association.

We will be happy to help you prepare the relevant shareholder resolutions and the commercial register application. Please provide us with the commercial register details of your company and the desired change, in particular the name, date of birth and place of residence of the new managing directors. Please also let us know whether the managing directors should have sole power of representation and/or be exempt from the restrictions of Section 181 BGB (self-contracting; multiple representation).

All new managing directors must personally (in notarized form) provide certain assurances regarding criminal convictions and other circumstances. All managing directors should therefore come along to the notary appointment if they do not make their declaration before another notary.

If the new managing directors are based abroad, they can also have their signatures notarized there. For this purpose, we will instruct the managing directors in writing in advance as required by German law. Please contact us about this so that we can prepare the relevant documents for you.

Changes to the Management Board of a stock corporation

The dismissal and/or reappointment of members of the Management Board of a stock corporation requires a written resolution by the Supervisory Board. You can formulate this resolution yourself. We will also be happy to prepare the resolution for you for signature by the members of the supervisory board.

Furthermore, the dismissal and reappointment of members of the Management Board of a stock corporation must always be reported to the commercial register. The name, date of birth and place of residence of new members of the Management Board must be stated. The commercial register must also be informed of how the new Management Board member represents the company, in particular whether he or she may always act alone or only together with another managing director or an authorized signatory.

When registering a new member of the Management Board, it must also be stated whether he or she is exempt from the restrictions of Section 181 Alt. 2 BGB, i.e. whether he/she can also represent the company in transactions with other third parties (in particular companies) also represented by him/her. On the other hand, the exemption from the prohibition of § 181 Alt. 1 (self-contracting) is not possible for the management board of a stock corporation.

We will be happy to assist you in preparing the Supervisory Board resolution and the commercial register application. Please provide us with the commercial register details of your company and the desired change, in particular the name, date of birth and place of residence of the new board members. Please also let us know whether the members of the Management Board are authorized to represent the company alone and/or are exempt from the restrictions of Section 181 Alt. 2 BGB (multiple representation).

All new board members must personally (in notarized form) provide certain assurances regarding criminal convictions and other circumstances. All board members should therefore come along to the notary appointment if they do not make their declaration before another notary.

If the new Management Board members are resident abroad, they can also have their signatures notarized there. To this end, we will provide the Board members with the necessary written instructions under German law in advance. Please contact us so that we can prepare the relevant documents for you.

Requirements for a managing director

Under certain conditions, you cannot be appointed managing director of a company. Please answer the following questions to find out whether you may be appointed as a managing director of a company.

Please answer all the following questions:

Have you been convicted of a criminal offense in the last 5 years?

What crime have you been convicted of, if you have been convicted in the last five years?

Have you been prohibited from exercising a profession, branch of profession, trade or line of business by a court judgment or by an enforceable decision of an administrative authority, either at home or abroad?

As a person under guardianship, are you subject to a reservation of consent (Section 1825 BGB) for all or part of your financial affairs?

Please enter the letters in the correct order!