Can I act as a shareholder of a GmbH and also as a managing director at the same time?
March 18, 2022 | 40,00 EUR | answered by Otto König
Dear corporate law attorney,
I am reaching out to you with a question regarding my role as a shareholder and managing director of a GmbH. My name is Gerda Ehrenbreit and a few years ago, I co-founded a GmbH with my business partner, in which we each hold 50% of the shares. Until now, my business partner has been acting as the managing director, while I have mainly focused on my role as a shareholder.
Now, we are facing a restructuring in our company and we are considering whether I should also take on the position of managing director in addition to being a shareholder. However, I have concerns about whether this is legally possible and what consequences it could have if I were to hold both roles. I am particularly worried about potential liability risks and the separation of shareholder and managing director duties.
Therefore, my question to you is: Is it legally possible for me to act as a shareholder of a GmbH while simultaneously serving as the managing director? What legal framework and requirements must be observed to minimize liability risks and ensure the separation of the two roles? Are there ways to delegate certain tasks or responsibilities externally to avoid conflicts of interest?
I would greatly appreciate it if you could provide me with informed information and recommendations on this matter, so that I can make an informed decision. Thank you in advance for your support.
Sincerely,
Gerda Ehrenbreit
Dear Mrs. Ehrenbreit,
Thank you for your inquiry regarding your role as a shareholder and managing director of a GmbH. It is indeed possible for you to hold both positions simultaneously, however, there are certain legal framework conditions and requirements to be observed in order to minimize liability risks and ensure the separation of the two roles.
First and foremost, it is important to know that the management of a GmbH is generally reserved for natural persons. This means that as a shareholder, you can assume the position of managing director as long as you are also a natural person. However, it is important that this is included in the articles of association of the GmbH and approved by the shareholders' meeting. Additionally, this should be registered in the commercial register.
In terms of separating the activities of the shareholder and managing director, it is advisable to define clear tasks and areas of responsibility. As the managing director, you should ensure that your decisions are always made in the best interest of the company and do not serve your personal interests as a shareholder. It is important to separate your duties as a managing director from your shareholder rights and not mix them.
To avoid conflicts of interest, you can delegate certain tasks or responsibilities externally, for example to authorized signatories or other employees. It is important to act transparently and disclose any potential conflicts of interest. Additionally, you should provide regular reports on your activities as a managing director to the shareholders' meeting to ensure clear communication.
Overall, it is possible for you as a shareholder of a GmbH to also act as a managing director, however, you should consider the above-mentioned legal framework conditions and requirements to minimize liability risks and ensure the separation of roles. I recommend consulting with an experienced tax advisor or business consultant to further support your decision.
I hope this information is helpful to you and wish you success in your decision.
Kind regards,
Otto König
Attorney specializing in corporate law
