Anyone who appoints a new managing director in a limited liability company has often come a long way by then. It is not uncommon for selection processes to have already been completed. In this article we give an overview of how the last step, the formal appointment of a managing director at the notary's office, succeeds.
Who can become an executive director?
The managing director of the GmbH appointed in the future must be a natural person. This person must be capable of acting, as he or she represents the GmbH in and out of court. Persons who are minors or mentally ill, for example, are not capable of acting. The future managing director does not have to be a shareholder of the GmbH in order to assume his position as managing director.
No special qualifications are required of the managing director, unless he or she is to represent the GmbH not only under commercial law but also under trade law. In this case, the commercial requirements must be met.
Types of appointment of the managing director
There are two variants of how the new managing director can be appointed:
- The appointment of the managing director can be made on the basis of a resolution passed at the general meeting by the shareholders.
- A further possibility to appoint the managing director is to register or determine him in the articles of association. However, this possibility only exists if the managing director is also a shareholder of the GmbH.
It is recommended that, if individual representation of the GmbH has been agreed, representation of the managing director should also be foreseen. Since the GmbH is not capable of acting without a managing director. If necessary, a managing director can be appointed by the court.
Online appointment of the managing director with notarity
For the appointment of a new managing director, it is much easier in practice to work with a resolution of the shareholders. Such a resolution must notarially certified (cf. § Section 17 (1) GmbHG). Furthermore, the Model company logo of the new managing director must be certified. Lastly, the company book entry must also be notarised. To appoint a new managing director, signatures on the following documents must be notarised:
- Resolution of the shareholders to appoint a new managing director
- Sample company drawing of the new Managing Director
- Registration of the new managing director with the commercial register
All these certifications can be done conveniently and online via notarity. Appointments for this can take place today. If the documents to be notarised are not yet available, our partner notaries will also be happy to draft the required documents.
Here you can find more information on the GmbH and its formation
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