How to appoint and remove officers in a German 德国

Germany’s company law distinguishes primarily between the Gesellschaft mit beschränkter Haftung (GmbH), the Aktiengesellschaft (AG), and certain forms of partnerships such as the Offene Handelsgesellschaft (OHG) and the Kommanditgesellschaft (KG), including the hybrid GmbH & Co. KG. The required corporate officers vary depending on the legal form of the company.

Company with limited liability (GmbH)

A GmbH must have at least one Managing Director (Geschäftsführer). The appointment of a Supervisory Board (Aufsichtsrat) is not mandatory unless the company employs more than 500 people, in which case the Mitbestimmungsgesetz (Co-determination Act) applies. The company may voluntarily create additional corporate bodies through its articles of association.

Stock corporation (AG)

An AG is required to implement a dualistic governance system consisting of:

• a Management Board (Vorstand), which manages day-to-day operations;
• a Supervisory Board (Aufsichtsrat), which appoints and monitors the Management Board.

This two-tier structure is strictly mandatory under German corporate law (§ 76 ff. AktG). There must be at least one member of the Management Board and three members on the Supervisory Board (five if the company is subject to co-determination rules).

General partnership (OHG)

In an OHG, all partners automatically act as managing partners, unless otherwise stipulated in the partnership agreement. No separate officers are required by law.

Limited partnership (KG)

A KG must have at least one general partner (Komplementär) who holds management authority. The limited partners (Kommanditisten) do not have executive powers and are excluded from management by default.

GmbH & Co. KG

This hybrid structure combines features of a GmbH and a KG. The general partner is a GmbH, and therefore the KG is managed indirectly via the Managing Director(s) of the general partner GmbH. The KG itself does not have managing officers.

Company with limited liability (GmbH)

Managing Directors (Geschäftsführer) are appointed by resolution of the shareholders' meeting (Gesellschafterversammlung). The appointment becomes legally effective upon registration with the Commercial Register (Handelsregister). The articles of association may delegate the appointment authority to another body, such as a supervisory board, if established.

Stock corporation (AG)

Members of the Management Board (Vorstand) are appointed by the Supervisory Board (Aufsichtsrat) for a term not exceeding five years. Reappointment is permitted.

Supervisory Board members are elected by the general meeting (Hauptversammlung) for a term of up to four fiscal years. The fiscal year in which the election takes place is not counted towards the term.

General partnership (OHG)

All general partners (Gesellschafter) automatically acquire management authority upon registration with the Commercial Register, unless the partnership agreement provides otherwise. There are no formal appointment procedures unless an external manager is contractually engaged.

Limited partnership (KG)

The Komplementär (general partner) is designated in the partnership agreement and registered with the Commercial Register. If the general partner is a legal entity (e.g., a GmbH), its Managing Directors are appointed according to the rules applicable to that entity (see GmbH).

GmbH & Co. KG

As the general partner is a GmbH, the appointment of the managing directors takes place at the GmbH level by shareholder resolution. The KG itself does not conduct a separate appointment process.

In Germany, corporate officers generally have the right to resign from their office at any time. However, the conditions and legal consequences of such a resignation depend on the legal form of the company and the nature of the officer’s relationship with the company (corporate law mandate vs. service contract).

Company with limited liability (GmbH)

A Managing Director (Geschäftsführer) of a GmbH may resign from office at any time by submitting a written notice to the shareholders’ meeting (Gesellschafterversammlung), or, if applicable, to the supervisory board. No specific cause is required. However, resignation at an “unfavorable time” (e.g., during a company crisis) may be considered a breach of fiduciary duties or contractual obligations, potentially triggering liability for damages under § 628 BGB (German Civil Code).

If the managing director also has a service or employment contract, additional contractual or statutory notice periods may apply.

Stock corporation (AG)

A member of the Management Board (Vorstand) may resign at any time by notifying the Supervisory Board (Aufsichtsrat). The resignation is effective upon receipt unless a later date is specified. Similar to the GmbH, a resignation is generally permissible without cause, but must not violate the duty of loyalty to the company. A resignation timed to strategically disadvantage the company, e.g., during a crisis or key negotiations, may be classified as treuwidrig (bad faith) and give rise to liability.

If the board member is also employed under a service contract, that relationship must be terminated separately in accordance with labor or contract law.

General partnership (OHG) / Limited partnership (KG)

In partnerships, a general partner may withdraw from management in accordance with the terms of the partnership agreement or, in the absence of such provisions, by giving reasonable notice. A sudden resignation that jeopardizes the business may be challenged as abusive under § 723 BGB. Judicial clarification may be necessary in contentious cases.

GmbH & Co. KG

The resignation of the managing director must be addressed to the shareholders of the general partner GmbH. Since the KG is not the direct employer or corporate body, the legal act is performed within the structure of the GmbH, and the resignation becomes effective there. Depending on internal rules, registration with the Commercial Register may be required to formalize the resignation publicly.

In all cases, resignation from office must be distinguished from the termination of the underlying contractual relationship (service or employment), which may follow different procedural and substantive rules.

The removal of corporate officers in Germany is governed by both corporate and contractual law. It is important to distinguish between the termination of the corporate office (Organstellung) and the termination of any associated service or employment contract. Removal from office affects only the legal status as officer, whereas the contractual relationship may continue or require separate termination under civil or labor law.

Company with limited liability (GmbH)

Managing Directors (Geschäftsführer) can be removed at any time by shareholder resolution (Gesellschafterbeschluss), with or without cause, in accordance with § 38 GmbHG (German Limited Liability Companies Act). The decision becomes effective once entered in the Commercial Register (Handelsregister), though the internal legal effect occurs immediately upon resolution.

If the Managing Director has a fixed-term service agreement, removal from office does not automatically terminate the contract. Unless cause exists under the contract or general civil law principles, premature termination of the service contract may entitle the Managing Director to compensation. Removal for cause (e.g., breach of fiduciary duty, gross misconduct) requires substantiated justification but is not mandatory unless such cause is required under the service agreement.

Stock corporation (AG)

Members of the Management Board (Vorstand) may only be removed by the Supervisory Board (Aufsichtsrat) and only for good cause under § 84 Abs. 3 AktG. Examples of valid cause include gross breach of duty, incapacity, or loss of confidence confirmed by objective facts. A mere vote of no confidence by the shareholders’ meeting (Hauptversammlung) has no binding legal effect but may politically pressure the Supervisory Board to act.

The decision to remove must be proportionate and legally justified. As with the GmbH, removal does not automatically end the service contract; separate termination under contract law is necessary.

General partnership (OHG) / Limited partnership (KG)

In partnerships, the removal of a general partner (Komplementär) is generally only possible if:

– the partnership agreement provides for such a mechanism, or

– there is compelling cause, allowing judicial removal under §§ 133, 140 HGB or § 723 BGB.

In practice, removal is rare and often requires court intervention. Otherwise, partners may negotiate a voluntary withdrawal or exclusion based on mutual agreement or judicial decision.

GmbH & Co. KG

In this hybrid structure, the corporate governance action occurs within the general partner GmbH. The Managing Director of the GmbH can be removed by the shareholders of the GmbH in the same manner as in a regular GmbH. The KG itself does not play a formal role in the removal process.

Again, the removal must be distinguished from the termination of the managing director’s service contract. If no valid cause exists, the director may have contractual claims for compensation.

Across all company forms, it is advisable to ensure that internal procedures, registration requirements, and contract law aspects are coordinated to prevent legal disputes or unintended financial consequences following removal.

Whether a removed corporate officer is entitled to compensation or may be held liable for damages depends on the legal basis of their position, the existence and content of any service contract, and the circumstances of the removal. German law draws a strict distinction between removal from the corporate office (Organstellung) and termination of the contractual relationship (Dienstvertrag, ggf. Arbeitsvertrag).

Company with limited liability (GmbH)

A Managing Director removed without cause remains entitled to remuneration for the duration of their fixed-term service contract, unless the contract includes a valid clause permitting early termination without compensation. If the removal breaches contractual terms, the director may claim damages under contract law.

Conversely, if the director has breached duties or caused harm to the company—e.g., by misconduct, disloyal behavior, or gross negligence—the company may assert counterclaims or withhold severance. Resignation at an inopportune time (see above) may likewise give rise to liability for damages under § 628 Abs. 2 BGB.

Stock corporation (AG)

A member of the Management Board who is prematurely removed without cause may also claim damages for breach of the service contract. The amount depends on the remaining contract term, agreed remuneration, and any contractual severance clauses. German corporate governance best practice recommends including exit clauses in board contracts to avoid open-ended liability.

Where removal is based on justified cause, e.g., breach of duty or incapacity, no compensation is owed unless otherwise stipulated.

General partnership (OHG) / Limited partnership (KG)

If a general partner is excluded without a valid contractual or legal basis, that partner may claim compensation for the loss of profit share and other entitlements, as well as damages resulting from reputational harm or the loss of value in their partnership stake.

Where a partner resigns or is removed in violation of fiduciary duties, they may be liable to the other partners or the partnership for resulting losses.

GmbH & Co. KG

As the KG is managed through its general partner GmbH, any claims for damages are typically brought under the contractual relationship between the managing director and the GmbH. If the managing director is removed without cause and before the expiry of a fixed-term contract, they may be entitled to financial compensation, analogous to the GmbH context. The KG itself is not party to the contract and therefore not directly liable.

In all company forms, the specific content of the service or employment contract plays a decisive role. Clear contractual provisions regarding notice periods, compensation entitlements, and severance arrangements are strongly recommended to avoid costly disputes upon termination of office.