GmbH is managed and represented by its managing director(s)
Management
A GmbH is managed and represented by its managing director(s)
(Geschäftsführer) in and out of court. Unless otherwise provided
by the articles, the principle of collective management and
representation applies, meaning that all managing directors must
act jointly.
The power of representation (Vertretungsmacht) cannot be
restricted vis-à-vis third parties. The management authority
(Geschäftsführungsbefugnis), however, can be restricted inter-
nally, and the shareholders may exercise their right to give the
managing directors instructions regarding any particular matter
on which they wish to exert their infuence. A GmbH must have
at least one managing director and can have in total as many as
the shareholders wish. The managing directors must be individ-
uals, but need not be citizens or residents of Germany, and are
allowed to hold an interest in the GmbH. The managing directors
are appointed at a shareholders’ meeting as provided in the
articles.
A majority shareholder can appoint himself managing
director by virtue of his majority vote. The appointment can be
revoked at any time, without prejudice to any contractual indem-
nifcation claims. The articles can restrict the right of revocation
to the reasons set forth in the articles.
EU Forecast
euf:ba18f:136/nws-01