info@winheller.com+49 (0)69 76 75 77 80Mon. - Fri. from 8am to 8pm, Sat. from 8am to 5pm

Resignation as Managing Director of a German GmbH

Dec 29, 17 • Corporate LawNo Comments

The managing director of a limited liability company under German law (GmbH) can resign from office at any time, without notice and for no particular reason, unless otherwise provided in the articles of association. However, resigning at an inopportune time, e.g. when the company is in a crisis, is not permitted. In such case, the company might be entitled to damages for abuse of law by the managing director.

Exception: Outside managing director

Bamberg Higher Regional Court recently decided and clarified that the above principle of abuse of law does not apply to an outside managing director, who, neither directly nor indirectly, holds shares in the company. In other words: only a managing shareholder, who is the sole managing director and shareholder, resigns from office at an inopportune time, and, in his capacity as sole shareholder, fails to appoint a new managing director, may be found to have committed an abuse of law.

Capacity to act must be given

In the interest of legal relations, a company’s capacity to act is required, especially in a crisis. But a company is still able to act after an outside managing director has resigned from office and the shareholders have appointed a new managing director.

However, the outside managing director’s option to resign from office at any time may not be in the interest of the company. Our experienced attorneys will be pleased to assist you in drafting your articles of association so as to take appropriate precautions.

Bamberg Higher Regional Court, Order of July 17, 2017 – 5 W 51/17

Continue reading:
Director Liability of a British Limited Company in Germany
Registering a Company in Germany

Thomas Schwab

Thomas Schwab

Attorney Thomas Schwab mainly handles general contract, corporate, civil, commercial, inheritance and international business law matters.

>> show profile

Leave a Comment

Your email address will not be published. Required fields are marked *

WINHELLER Blog via Newsletter

Subscribe to our free newsletter and receive regular updates on German business law by e-mail. (Mandatory fields are marked with *)

German Business Law News (4 times a year)
I would like to subscribe to the selected newsletter and for that purpose give my consent to WINHELLER to process my above mentioned data. I have read the "Information for Data Processing in the Newsletter Subscription". I understand that I can revoke my consent at any time with effect for the future by clicking the unsubscribe button within the newsletter. *