Guide
Appointing a managing director in a GmbH
Published · Updated
Anyone appointing a new managing director in a GmbH (limited liability company) has often already come a long way by that point. It is not unusual for selection processes to have been completed beforehand. In this article, we give an overview of how the final step – the formal appointment of a managing director before a notary – works.
Who can become a managing director?
The future managing director of the GmbH must be a natural person. This person must have full legal capacity, as they represent the GmbH both in and out of court. Minors and persons with a mental illness, for example, do not have legal capacity. The future managing director does not have to be a shareholder of the GmbH in order to take up the position of managing director.
No special qualifications are required of the managing director unless they are to represent the GmbH not only under commercial law but also under trade law (as the gewerberechtlicher Geschäftsführer). In that case, the requirements of trade law must be met.
Ways of appointing the managing director
There are two ways in which the new managing director can be appointed:
- The managing director can be appointed on the basis of a resolution passed by the shareholders at the general meeting.
- Alternatively, the managing director can be named in the articles of association. However, this option is only available if the managing director is also a shareholder of the GmbH.
If sole representation of the GmbH has been agreed, it is advisable to also provide for a deputy for the managing director, as the GmbH cannot act without a managing director. If necessary, a managing director can be appointed by the court.
Appointing a managing director online with notarity
In practice, it is much easier to appoint a new managing director by shareholder resolution. Such a resolution must be notarised (see Section 17(1) GmbHG). In addition, the specimen signature of the new managing director must be notarised. Finally, the application to the company register (Firmenbuch) must also be notarised. To appoint a new managing director, the signatures on the following documents must therefore be notarised:
- Shareholder resolution appointing a new managing director
- Specimen signature of the new managing director
- Application to register the new managing director in the company register
All of these notarisations can be completed conveniently online via the notarity platform. Appointments can take place as early as today. If the documents to be notarised are not yet available, partner notaries on the notarity platform will be happy to draft them for you.
